Mask
by Perhapsormaybe
Summary: Phantom of the Opera done with Ben 10 characters. Kevin is a deformed creature living below the opera house that Ben and his grandfather run, and Gwen performs in. Gwen/Kevin, probably Ben/Julie.
1. Chapter 1

**Author's Note: **I know I haven't updated Lessons In Maturity in a while, or even Play on Words, but I have been busy, I swear. I moved from one state to another and had to get a new doctor, and the whole being pregnant thing puts a bit of a damper on my mood sometimes (Only a little less than 11 weeks to go!...at least until the due date). This idea had been in my head for a while now, and I think it will work. For those of you familiar with the novel, the musical, or one of the many movies inspired by Phantom of the Opera, please note this will be different. I'm not going to just take one of the scripts and replace names. Just because you know how one of those ends doesn't necessarily mean that's how this story will end. I'll update Lessons In Maturity when I'm in a funnier mood.

* * *

He wasn't born that way. His birth had been as joyous as his mother had expected – a beautiful, if somewhat pale, little boy. Dark black eyes, just like his father's. That had been her only wish, aside from him being healthy. _Let him look like his father…_

No one knew how it had happened. One day Kevin had left the house to go play with the neighboring children. He had come back literally transformed, one arm covered in fur. Mrs. Levin had told herself it would go away. There was nothing to worry about. But every day his son went out, and every night he returned with another body part transformed. He refused to tell her how it had happened, if, in fact, he even knew how it had happened.

It wasn't long before his face was changed.

That was what Mrs. Levin could not stand. The only reminder of what her husband had looked like – for she had no pictures, and the image had begun to fade from her mind before Kevin had been born – was gone. She turned from her child whenever he tried to talk to her, trying to blink back tears. She tried to tend to him as best she could, but she could not look him in that monstrous face.

Kevin was only eight. He could not understand why his mother turned from his affection, why she refused to look at him, her eyes downcast whenever she had to turn in his direction.

It would last only three more years. Three years lead Kevin away from trying to illicit any form of affection from his mother, instead choosing to act up. It was a mixture of loathing for how she treated him and cabin fever – he was no longer allowed outside, his mother too afraid of what neighbors might think. He smashed things until there was nothing left. Reflective surfaces especially were quickly done away with. Anything mirrored or clear enough glass that he could see his hideous form, he smashed. His mother was much more careful in her purchases now. There hadn't been anything reflective in the house for years, and the windows were boarded up from the inside as well as the out

There was nothing left to smash, after all, but he _could _hear the pealing of the bells from the church down the street.

A lone voice outside mixed with the bells, drunken, in high spirits, but somehow beautiful still. Kevin found himself trying to imitate it, frustrated when he could not seem to get the words out of his monstrous maw.

It was curiosity that finally brought him to smash the window open, forcing his entire body outside. The singer didn't seem to notice him. Instead, the elderly gentleman continued to sing, swaying about as he made his way out of the alley.

Kevin levitated for a moment, wondering if his wings would make too much noise to allow him to follow. But the man still did not turn around, and so, Kevin kept to a distance of several feet, but followed the man.

The man stopped finally at a building that was still under construction. _Le'Opera Populaire,_ the sign proclaimed_._ Kevin had never taken any interest in opera. It sounded quite dull to him. But his mother had loved it, had even been a soprano in an opera once. Kevin frowned. She had not sung since his face had transformed.

The singer spoke quietly to a nearby worker, and Kevin seized his opportunity. He snuck across as quickly and quietly as he could, intent to explore the opera house.

He was going to go home after a while, he supposed. Let his mother worry first. He made his way down a flight of stairs, entranced. This level nothing was built on. Nothing would be. This was clearly meant to be a cellar, a simple storeroom. But Kevin found his mind racing. There were so many things he could do here. He tunneled down deeper, but felt himself falling. His wings reacted before his brain did. He hovered above a hidden cavern. There in the middle was a green lake. Kevin landed on the bank.

He smiled to himself. Perhaps….he would just allow his mother to be rid of him forever. Yes, that sounded good. He would merely stay here forever, listening to the operas above. He would worry about food later.

And soon would start the legend that the opera house was haunted – haunted by a ghost who was careful never to show himself, but who still managed to make his presence known. The rumors all said the opera ghost to be an old leading tenor who'd died during a performance on stage (for indeed, the stage at Le'Opera Populaire had been built from wood salvaged from a stage on which one Guy LePediu had died during a particularly horrible opera). Kevin scoffed at this, but was amused by the stories, nonetheless. The ballerinas were especially terrified of anything he did, talking in hushed voices everytime something fell, regardless of whether or not it had been Kevin or a mere accident.

Soon, however, his trouble making seemed to evolve. He wanted this opera to do well. And so, he started trying to fix things the only way he knew how – dropping scenery onto anyone in the chorus who dared to be flat, bad ballerinas waking to half their hair chopped off.

It would be five more years before the truly unusual events would start to unfold. Five more years before _she_ would arrive.

* * *

_5 Years Later_

"And why are we going there, of all places?" Ben Tennyson leaned back in the carriage, his arms folded behind his head, using them as a pillow. His grandpa Max merely smiled at him.

"Because I've agreed to fund it, and your cousin can dance in the ballet."

"Yeah, but what am I supposed to do? Opera's so boring, Grandpa," Ben sighed and leaned forward, watching the horses. Max noticed and handed Ben the reigns. Ben's mood seemed to elevate automatically from that simple motion.

"Maybe you'll find a suitable countess?" Max suggested, elbowing Ben in the ribs.

Ben rolled his eyes. "Grandpa, I'm fifteen. I don't want to even think about marriage right now."

"But we're going to Paris!" Max gave his grandson a clap on the back, "Supposed to be the most romantic city in the world, after all."

"You sound like Gwen," Ben said, giving up on the reigns a little. "Is she ever going to come out of the carriage?"

"She's having a hard time," Max said, watching the horses. "She and Frank were very close…"

"I know, I know…Uncle Frank dying has got to be hard on her, but she doesn't do anything to even try to make herself happier. Dancing and singing only remind her of her parents…" Ben trailed off, then shook his head. "I'm sorry. I'd feel the same way. I guess she's just trying to feel close to them again."

"Precisely, Ben," Max nodded his approval. "You're starting to understand."

In the back of the carriage, a pretty red head had been listening in. Gwen smiled to herself – a very small smile, but at least it was a smile. Her cousin, Ben, meant well, but sometimes he didn't get it. It was a relief to see him grasping this notion at least.

She stretched her arms over her head, gripping her ballet slippers firmly in one hand. She didn't really want to be a ballerina – her father had always insisted she sing along while he played the violin. And so, she had wanted to be a singer. She sang quite beautifully, but there was something wrong with her voice. No one could tell her precisely, not even the teacher Max had sent for all the way from Romania.

"Your voice is just….hollow, I suppose," the teacher had finally said, shrugging. She quit that night and left for Romania again the next morning.

Gwen had given up on the dream, at least in practice. She still allowed herself her fantasies. It seemed like that was all she had.

"Gwen!" Ben's voice called, "If you're asleep, you better wake up…we're here!"


	2. The First Day

**Author's Note: **While some characters from the original Phantom are replaced, if I can not think of a good match (such as in the case of La Carlotta), then the original character (in name, at least) will remain. For those who are curious, Grandpa Max and Ben are basically Firmin and Andre, Gwen is Christine, Kevin is Erik (better known as the Phantom of the Opera, or else the Opera Ghost), Ben is also kind of Rauol (there will, however, not be a romance between him and Gwen.), and Julie takes the role of Meg. I was thinking Cash for Piangi, but have opted against it…Cash just doesn't seem like a character who would sing well. The song used here is me being random and just typing things. I'll probably use lyrics from the musical later, we'll see.

"Well, well! Look who it is!" a pair of arms had seized Ben around the middle before he could even face the owner of the voice. He turned inside the petite arms to find a thin girl with black hair and brown eyes smiling at him. "It's been a while."

Ben stared, trying to remember where he knew this girl from. A sudden image of himself chasing her hat for her, into the sea….he remembered her. "Julie!" he said finally. Her smile grew wider.

"So you do remember me!" She tried to hide the relief in her voice. He'd scared her for a moment. "What are you doing here, anyways?"

"Grandpa Max is going to be running this place, and he convinced my dad it'd be a good idea for me to learn how business works. Gwen's going to be in the ballet. What are you doing here?"

"I'm in the ballet as well, actually!" Julie said cheerfully, spying Gwen over Ben's shoulder. She waved. Gwen did not wave back, only nodding to acknowledge Julie's greeting. "Is she all right? I heard about her father…"

Ben nodded. "She'll be fine. She's going to be sad for a while, of course, but I think Grandpa's hoping that making some friends and performing will help her feel better."

"Ah, Monsieur Tennyson! I'd heard you'd be coming!" A middle aged man had greeted Max very warmly. "I, of course, am Paradox. I run this opera house. Or, at least I used to. As of today, it's your problem…"

"My problem?" Max raised an eyebrow.

"Yes, yes, well, too late to go back on the deal now," Paradox smiled, "The papers are, after all, in order. Everything signed, all the I's are dotted and the t's are crossed. No going back now….at least, not unless that one theory I had is correct. Are you at all familiar with quantum physics and the time space continuum?"

Max shook his head.

"Ah, well, I fear it is less complicated than running this theater has proven to be. Thus I shall be returning to my love of science while you take over."

Feeling slighted, but knowing there was nothing he could do about it, Max merely bit his lip.

"Ah, well, you will be needing to meet our company!...your, company, now," Paradox amended. He clapped his hands and a surge of people rushed forward, eager to meet the new owner. "I know there have been rumors, and I can now reveal they are true. I am leaving…feels almost too good to be saying that….here, I'll say it again. I. Am. Leaving!"

"Monsieur Paradox, the introductions?" Max brought the other man back to reality.

"Of course, of course," Paradox removed his gloves and slapped them into one hand. "This is La Carlotta, our leading soprano for five seasons," he waved at a woman standing near the front in an overly large costume and rather ridiculous looking hat. She smiled, nodding her head so vigorously that the hat toppled from her head. Glaring at everyone, as though daring them to laugh (No one did), she scooped it back up and placed it back atop her head. "And that is Piangi, those are our dancing girls….that's Julie, she dances in the ballet but also helps to run it."

"I know her," Max said with a smile towards the ballerina. Julie smiled and waved.

"Now, if you would all go back to your practice…._Hannibal_ needs to be performed at a level many of you have not reached yet," At Paradox's instructions, the troupe fell into their places, Gwen standing beside Julie in order to pick up on the steps.

The conductor tapped at his stand with his hand, then proceeded to direct. The choir came in loud and strong, marching in time with the song they sang. Max watched, entranced. He'd always loved opera. The way the stories unfolded in a language he could barely understand, the emotion in the singers' voices telling him how he should feel.

Ben, for his part, was paying more attention than would be expected of a fifteen year old boy at the opera house. At least, that was how it appeared. A further inspection would show that he never took his eyes off Julie. Every move she made was purposeful, graceful. His eyes occasionally would dart towards his cousin, checking her progress. She had quickly picked up the steps, her dancing only second to Julie's.

He was glad to note that she did look much happier dancing than he had seen her in months. His gaze was soon drawn back to Julie.

"What do you think so far, Ben?" Max asked, setting a hand on his grandson's shoulder.

"Might not be too bad," Ben said, looking around, attempting to appear interested in the opera as a whole. He frowned. "Are sopranos supposed to sound like that?" He whispered, his focus now on the loud, high warbling coming from Carlotta.

"Supposedly," Max shrugged.

"At least the opera will look good," Ben said.

* * *

"How do you like it so far?" Julie asked, removing her ballet slippers and placing them on the bed.

"It's wonderful," Gwen admitted, spreading her arms out and allowing herself to fall backwards onto her bed. The ballerinas all lived together in the opera house, and Max had thought it would be good for her. "I don't care too much for Carlotta's voice, though," she admitted. She looked up at Julie guiltily. "I guess I'm not much of a judge of good singers."

"Nah, we all think that. Especially…" Julie trailed off, studying Gwen's reaction.

"Especially who?" Gwen willed her to finish. "Paradox?"

"No, Paradox hired her. He didn't care because she's a foreigner, and that alone brought in customers. The one who really hates her voice is …the opera ghost."

Gwen rolled her eyes. "I get it; let's try to scare the new girl. I'm not falling for it. I don't believe in ghosts."

"Well, we don't have proof it's a ghost," Julie admitted. "But things keep falling…a weight from the catwalk almost hit Carlotta in the head once. The scenery's fallen on her several times, and occasionally the animals get loose during her solos. It happens with some of the dancers, too. Just the ones who keep forgetting the steps."

"So a ghost who wants the opera to perform at it's best?" Gwen asked skeptically. "It sounds like rubbish."

"Well….how well do you sing?" Julie asked, a plan forming.

"I don't know. I've had a few teachers, but they all quit on me. There's something wrong with my voice. I've always wanted to sing….Why?"

"It's a way to test it. If you sing on the stage, he might hear you. Maybe he'll even like your voice."

Gwen stared at Julie incredulously. "Yeah, but in the bizarre chance that you're right and there's an opera ghost, and my voice isn't good enough….he'll drop something on me. And if he exists and likes my voice, how would I even know? There's no way to even guarantee that he'd hear it."

"He only goes for those who attempt to sing on stage," Julie explained. "At all times of day or night, if you're on the stage and you're not doing things how he likes it…he makes himself known. Not always violently. One of the little girls in the ballet missed a slight step once and all that happened to her was that the chandelier shook until she got the steps down."

"That's your argument? If I'm not _that _awful then he won't try to kill me, he'll just try to scare me?" Gwen sat up. "This is ridiculous."

"I guess it is, but don't you want to know? Aren't you curious at all?"

Gwen sighed. Julie had her there. She was, in fact, very curious. While she did not believe in ghosts, the idea of one so involved in music was somehow both amazing and …romantic. "Fine. But will we get in trouble?"

"Nah, not if you're with me," Julie said, almost too cheerful, in Gwen's opinion, that Gwen had given in.

They didn't bother sneaking out. They just calmly walked out of the ballerina dormitories and into the theater. "Go on. You have to be on stage," Julie urged, pushing Gwen up the stairs. Gwen almost tripped on the first step, but caught herself.

"This is dumb," Gwen said as she stepped onto center stage. "No one's listening. There is no ghost."

While she was right on the account of the ghost, she was wrong in thinking that no one was listening. In box five, hidden from view, was Kevin. His id mask, bought many years ago from a man from China who claimed to do magic, hid enough of his form to make him small enough to hide behind the seats.

Kevin rolled his eyes. _Stupid girls_, he thought. This was a waste of time, but he honestly had nothing better to do. And it might be a laugh to scare them when they were done with their fun.

He leaned forward, waiting to hear the red headed girl's voice. Nothing seemed to be happening. He found out why a moment later – "You have to sing much louder than that! He can't hear you!" Julie's voice wasn't teasing, merely instructing.

Gwen felt ridiculous doing so, but she opened her mouth wider and allowed her voice to ring out into the theater, echoing back at her as it hit the empty room.

_There is no sunshine when there's rain_

_All I've left is heartache and pain_

_Where has my heart gone?  
Ran off with my shadow_

_Perhaps they will both return,_

_When the sunlight brings dawn…_

Kevin fell over. That voice amazed him.

"I don't think anything sounds wrong with your voice, Gwen," Julie said when Gwen had finished. "There is something to it I can't place, but I don't know what it is…"

"Sadness," Kevin answered her, but in a voice far too low for her to have heard, even if she'd been standing there in the box with him. The only thing wrong with that girl – Gwen, her friend had called her – was that she'd had a hard life. Kevin inched himself up, trying to catch site of her. He recognized Julie, having seen her here everyday, so he knew the voice belonged to the pretty redhead who still stood on the stage, now looking even more unsure of herself than when she'd begun. Her sadness was almost palpable. That was the problem. It was hard for someone who had never known true hardship to listen to, because it made your heart ache.

Kevin's mind reeled. He had an idea forming, and he was too impulsive to think it through fully. He could teach her. Not that he knew much about music, but the thought of that voice never being heard again…he didn't like that thought. Once it was explained to her, once she understood that she had to feel the passion in the music, to not allow her own sadness to shine through…Kevin smiled.

The opera would not have need for La Carlotta for much longer. Not if he had anything to say about it.


	3. Success

**Author's Note: **I almost wrote this whole story without a triangle – if you're familiar with Phantom of the Opera, you'll know that would be a grave mistake. As such, Mike Morningstar will _also _be taking part of Rauol's character (certain attributes and things will still go to Ben…but not the romantic essence. Sorry to anyone here who might like Ben/Gwen, I just don't think I could write it). This is going to take some speculation on my part as to how Mike might be without powers. He seemed obsessed with getting more power, so maybe if he never had any, he might have been a decent guy? I can't tell you. I have nothing planned out in this story (other than a good excuse to put Verdona in here – I love that old woman). Anything that happens will surprise me as much as anyone reading this. I know who Gwen will end up with, but that's about it (and even that could change. We'll see). Also the rating is going to move up to a T, just in case. _He Returns _is not a real song, but _Think of Me _is, and it was written by the wonderful Andrew Lloyd Webber. Also, it would seem that Julie's ended up taking on Madame Giry as well as Meg (weird, seeing as the pair are mother and daughter…)

Gwen carefully lit the candle, using her free hand to brush her long hair back, hoping to avoid any accidents. She blew out the match she had been using, her eyes focused on the candle, now the only source of light in the dark room. "Grandpa Max is taking good care of me. Ben's gotten a lot nicer, he's grown up a lot," she said to the candle. "I miss you, Father. You would have loved this opera house. It's gorgeous, the kind you always preferred to play your violin in. I would love to sing in a place like this, like you always told me I would one day –..."

"Then do so."

For a moment, Gwen thought she had gone mad. She looked around, but there was no sign of anyone. She grabbed the candelabra and held it above her head until she had inspected every corner of the room. No one was there.

"And now I'm going crazy," She set the candle back down.

"You're not going crazy," the voice came back again.

Knowing it couldn't be, she still had to ask. "…Father?"

There was an uncomfortable silence. Kevin wasn't sure how to answer that. He shook his head, even though she couldn't see him. "No. I'm not your father. I am…a teacher."

"Am I hearing voices?"

Kevin laughed. "Well, yes, but they're voices that are really there, so there's no need to check you into an asylum just yet."

"Who are you?"

"That's not important. Just know that I am your teacher. That is, if you still want to sing."

"Yes, I do. But I've had lots of teachers before. None of them knew what was wrong with my voice. How is this going to be any different?" Gwen refused to get her hopes up. They had been let down too many times before.

"Because," Kevin's tone was impatient, "They were idiots. I've heard you. I know exactly what the problem is. You're miserable."

Gwen frowned. "So you're saying the only reason I can't sing well is because I'm sad? Maybe I'm not going insane, but I think you might be."

"Trust me. That hollow sound to your voice makes it very obvious you're still upset over losing your old man – not that there's anything wrong with that," he quickly added. He could see her through a tiny hole in the wall behind which he hid, and her expression had quickly become a mixture of fury and sadness. Her expression softened. "But you have to learn how the character would be filling. Yes, a lot of operas are sad, but if you sing every aria as though you just lost someone, you'll only make the audience miserable. People come to the opera to forget about their lives…and to brag, but that's not what's going to affect you. Let it be about the music….do you know any songs that are happy?"

Gwen thought for a moment. "Lots of them."

"Good. Choose one and sing it for me."

"Right now?"

"Yes, right now," Kevin's voice was agitated. He'd thought this would go smoother, but he had to admit that considering how little planning he'd done, it was going well. He just wished she would stop questioning everything.

"I know _He Returns_," Gwen said hopefully, glancing at the wall behind which Kevin hid. "Will that do?"

Kevin had not been expecting that. It was the song his mother used to sing him to sleep with. He wasn't sure he could deal with hearing it, but at least it was a song he knew, so he could properly judge if Gwen was singing it correctly. "Yes, yes, that'll be fine. Just sing."

_The darkness now departed_

_The sun melted it away_

_He returns, my love,_

_On this very day_

_I shall await him on the street_

_For ten years ago, he told me _

_That there we should meet—_

Kevin interrupted her with a coughing sound. "You still sound miserable. The song's about a lover's return. It has to be happy. Her love has come back…you make it sound like she's terrified of him."

Gwen sighed hopelessly, her head bent down. "It'd be easier if I'd ever been in love," she muttered.

Kevin felt himself soften. He frowned. This was about getting Carlotta out of his theater, replacing her with someone who had a much more pleasant voice. There was no time for him to be concerning himself over how she felt. "Then pretend that your father is coming back."

"That's not possible. He's dead."

"I know that," Kevin said impatiently, "But if you can't even imagine how being in love would feel, then…" he stopped, listening very carefully. "Never mind. Someone's coming."

"Will you continue to teach me?" Gwen asked hopefully.

"Yes. Come here every night at midnight. _Alone_. If anyone's with you, even if they're hiding, I'll know. And I won't come. Keep working on _He Returns_." Kevin made his way back down towards his lake, collapsing into a chair he'd stolen from an alley way.

Gwen had been more receptive than he could have hoped, but knowing as little as he did about music, it was not going to be easy to teach her. He was only thankful that she understood the notes. That would have been much harder to teach. Right now it was only about confidence and her learning to hide her sadness. He watched the mist swirl over the lake. He could not hear any noises from the _Opera Populaire _from down here, and he needed to rest.

This would only be the first meeting with Gwen. Over the next month, she would faithfully be in the tiny altar room, lighting a candle for her father and waiting for Kevin to come. And he always came.

* * *

The opera was positively buzzing on that warm August morning. Ballerinas were too focused on the rumors to listen to Julie's instructions, Carlotta kept stopping her arias to try to snatch tidbits from the chorus. Only Gwen seemed uninterested.

"For goodness sakes, if you girls don't stop talking and start dancing, we're just going to cut the ballet numbers entirely," Julie grumbled. The ballerinas ignored her. Finally giving up, she grabbed a hold of Gwen's arms. "Have you heard? …Of course you have, your family runs the theater…"

Gwen was puzzled. "I haven't heard anything."

Julie sighed. "Of course, you've been up so late with your…teacher," she frowned at the word, but did not press on that subject further. "You slept in and never heard it. There's a new patron. Or at least, he's supposed to be. If he likes the opera, anyways, he'll start helping to fund the opera house. He's from the Morningstar family."

"Oh." Was all that Gwen said. But even she looked up in interest when a handsome blonde made his way into the theater, Ben and Max on either side of him, leading the way.

"Back to practicing, please," Max told the troupe. There was a bustle as they all attempted to get into place. A ballerina tripped over Carlotta's dress, but stumbled her way back to the other ballerinas with a shy smile. The orchestra began, and Carlotta started her solo (thankfully, a very short one), before everyone joined in, the chorus coming forward and marching in time as they sang.

"Well, what do you think so far, Michael?" Ben asked.

"Can't really say for right now," Mike looked around, his eyes instantly settling on Gwen. "Must say, it _looks _good, at any rate."

"That's what I've been saying," Ben muttered under his breath, his eyes focused on Julie.

"Well, opera is also about sound," Max brought both teenagers back to reality, "and Carlotta certainly draws in the crowd. I'm sure it's just that we don't understand opera."

But someone else apparently didn't understand opera either, for a moment later, the scenery fluttered before almost landing on Carlotta. She was yanked out of the way at the last moment by a choir singer.

Ben frowned. He'd heard of the opera ghost, but he had not seen any signs that suggested haunting. Until now. Max, on the other hand, who had been to far more rehearsals, was used to that sight.

"That is it!" Carlotta screamed, throwing her hat to the ground. She turned towards Max, closing the gap between them in what must have been record time, considering the heavy costume she was wearing. "You keep telling me how you will stop this from happening. That does it! I am leaving. Goodbye! No more me….where's my doggie? I need my doggie!" One of Carlotta's personal attendants rushed on stage, a small dog in her arms.

"_Signora_," Max began. She was not hearing any of it.

"No. No, I am …Leaving. Good. Bye." She walked off stage dramatically, her dog barking the whole way.

"Well…who's the understudy?" Ben suggested, hoping to be helpful. Max groaned.

"They don't have an understudy for her," Max pulled a sheet of paper out of his pocket. "And the house is sold out tonight. Ah, well, we'll just have to refund it."

"Gwen could sing it," Julie suggested, pulling Gwen forward.

"I thought the teachers all gave up on you?" Ben said, teasing. Gwen refused to make eye contact.

"I've got a new teacher."

"Oh? Who is he?" Max asked, smiling gently at his granddaughter. "You never mentioned you were taking lessons again."

"I…don't know his name," Gwen admitted, knowing how crazy that must sound. She glanced up at Mike. He didn't seem the least bit put off, but Ben and Max certainly did. "It's all right, I don't think I could do it anyways…"

"May as well try her," Mike suggested. "Better than refunding a full house, right? Besides, one of those tickets happens to be mine, and I'd like to not have to rearrange my night or find anything else to do."

"Gwen, do you know Alyssa's aria?" Max asked. Gwen nodded.

_Think of me_

_Think of me fondly_

_When we've said goodbye_

_Remember me, once in a while_

_Please promise me you'll try_

_When you find that once again you long_

_To take your heart back and be free_

_If you ever find a moment,_

_Spare a thought for me_

Ben was the only one not bothering to hide his amazement. "Those teachers were wrong. That sounded great!"

Max nodded his agreement. "Looks like we have our new Alyssa," He directed the next part at the conductor, "We'll leave you so that you can finish rehearsal. We'll be back to watch tonight."

* * *

Gwen, dressed in a full length gown covered in fake stars sang out the rest of the aria to a packed house –

_We never said our love was evergreen,_

_Or as unchanging as the sea_

_But if you can still remember,_

_Stop and think of me_

_Think of all the things_

_We've shared and seen_

_Don't think about the way_

_Things might have been_

_Think of me, think of me waking_

_Silent and resigned._

_Imagine me_

_Trying to hard to put you from my mind_

_Recall those days, look back on all those times_

_Think of the things _

_We'll never do_

_There will never be a day_

_When I won't think of you_

Kevin stood where he was, frozen. He had not intended to listen to Gwen's aria, worried that just maybe he had been wrong and it would be a disaster. But her voice had echoed back to him, reaching him even as he made his way back to the lake by which he lived, even that deep in the bowels of the opera house.

There had been nothing to worry about. Her voice was perfect. Some of the sadness remained, but it needed to be there. Her voice spoke of still being in love, but knowing she had to move on. There was sadness, but hope. He frowned. Would she really need him much longer?

In the box closest to the stage, Mike Morningstar was leaning as far forward in his chair as he could without falling off. He smiled to himself, making his way out of the theater to make a purchase. It would be worth missing the last of her aria if he could procure a meeting with her after the opera ended.

_Flowers fade,_

_The fruits of summer fade_

_They have their seasons,_

_So do we_

_But please promise me that sometimes_

_You will think of me_

The applause was thunderous. "_Brava!_" Ben called loudly from his seat, cheering his cousin on.

"_Stupenda_!" Max added, as he and Ben both stood to applaud. "I guess we had no reason to worry about Carlotta leaving, huh?"

Ben nodded. "Guess it wasn't just that we didn't understand opera. She just can't sing."

"Benjamin!" Max scolded. Ben shrugged.

* * *

"Who is this from?" Julie asked, picking up a single rose with a black ribbon tied around it.

"I don't know," Gwen said, taking it from her. "The other flowers all had cards…most from the same person."

"Oh? And who is that?" Julie asked, her eyes darting about, trying to locate one of the cards.

"Michael Morningstar. The _viscount_. I guess he's decided to be our patron for keeps," Gwen said simply, arranging the largest basket of flowers so that it was slightly separated from the others.

"I'm not sure that's what it means," Julie said, laughing. A loud knocking came from the door. Julie rushed forward to answer it. Over her shoulder, Gwen said Michael Morningstar, holding still another bouquet. Julie exited as he entered, and for good measure, Julie shut the door behind her.

"You were amazing," Mike held out the flowers to her. "I'm Michael Morningstar."

"Gwendolyn Tennyson," she held her hand out, expecting to shake. He, however, gripped her hand in his own and kissed it.

"No introduction necessary on your part," He released her hand, "Not now, anyways. You're already a star in the opera world after that performance. I see you got the rest of my gift…"

She smiled. "Yes, thank you. They're all very beautiful."

Michael beamed. "Well, there is one more part. I'm sure you're hungry?"

"Yes, very much so. My nerves wouldn't let me eat all day," she admitted. She glanced guiltily toward the solitary rose. She already knew who it was from, and he had expressly told her to eat and to keep her liquids up throughout the day so her voice would not go out.

"Then I shall take you to dinner. Let me just go get the horses ready," He exited before she could tell him that she wasn't sure that was a good idea. It was almost midnight now, and she doubted her teacher would want her missing a lesson. The door swung shut behind him, and when she tried to go after Mike to tell him they would have to reschedule, the door would not open.

"You haven't eaten, hmm?" Gwen whirled around in all directions. Her teacher had never been in the dressing room before, but then, she'd never had a full one to herself.

"I just couldn't eat," she said simply. She did not apologize.

"And who exactly was the idiot who just left?"

"He's not an idiot. He's a _viscount_, and he's also the new patron of the opera house."

"Getting awfully friendly, isn't he? I don't trust him," Kevin tried to keep the bitterness from his voice, but the feeling that a hand had clenched around his heart made this all the more difficult. He pulled a powder packet from his pocket and studied it. The witch, as he called her, had said this would work. He poured the contents of the packet into his hand and blew it through the grate. It would take a few moments to work, but he needed to keep her talking in the meantime, or she wouldn't absorb enough.

"Does it really matter? Why do you even care? He's showing interest in me, so what?" Gwen looked furious. "My personal life doesn't matter to you. I went out there, and I sang. I appreciate you helping me, but that doesn't mean you've got the rights to my whole life n…" she trailed off, an almost blank expression in her eyes.

The witch had insisted this wouldn't hurt her, would merely make her more open to the power of suggestion. Kevin hoped dearly that was true. No matter how angry he was, he did not want to hurt her. He opened a passageway through her mirror. "Come with me," He whispered.

Though she would not fully remember this night, he still had his i.d. mask on. If she were to snap out of it too soon and see his true form…well, he doubted she would waste any time before running and screaming for help. She nodded at his instruction and took his hand.

He had no idea why he was doing this. All he knew was that he had to take her with him. There was selfishness here, he knew that. But all that mattered right now was that she was going to be with him.


	4. Stranger Than You Dreamt It

**Author's Note/Request: **First I'd like to ask if anyone knows of any Ben 10 forums (preferably one that pays a lot of attention to Alien Force) that are still updating regularly. I enjoy fandom forums but have been unable to find one for B10AF that is still updating. Any information is appreciated. I shall be trying to update as quickly as possible, because I'm having to use my parents' computer. If mine doesn't start working again soon, I may have to drop off for a while. 10 more weeks until the baby's due. There are going to be references to songs from the musical hidden in this chapter – the more that are picked up on, the more updates (for example, let's say there's five…if two or more are picked up on, I'll update at least twice tomorrow). In the original, the Phantom is gifted with great musical knowledge. I'm afraid I can't say the same for Kevin (he seems the type to play guitar, though, doesn't he?). So even more of the story has to be changed.

Kevin gulped nervously. He'd almost forgotten that to cross the lake, he was going to have to pick Gwen up and fly her across. The movement of his wings sometimes caused his i.d. mask to stop working, and he wasn't sure that the dose of suggestion powder would be enough to stop her from seeing him transform back.

But there was a much simpler way to solve the problem, he realized. "Sleep," He muttered. Her eyes instantly closed, and she fell back into his arms. Careful, as though afraid she might break, he took her into his arms and flew onto the remote island that had somehow formed in the middle of the vast, glassy lake. He buckled his knees slightly as he landed and set her on the bed.

She would wake momentarily, he was sure of it. He gathered a bunch of loose papers that had been scattered over his desk. He glanced at one of the papers and glanced back at Gwen's sleeping form.

_Don Juan Triumphant_ was written in dark red ink, the color of blood. His father had written the score, his mother the lyrics. He had snuck back into the house to take it from her. At first, it had been yet another petty act to punish her – this was another memory for her, one to remember Kevin's father by. But the more he looked over the words, the more he remembered his mother's powerful voice singing without the partner she needed, the more he had realized it was because he did miss her. By taking it, he found a reason not to go back. She would be far too angry with him, he was sure of it.

He was so deep in thought that he did not see Gwen get up. He would think later he'd messed up the dosing, but the fact was that Gwen was much stronger than he'd taken into account. She did not like being controlled.

Gwen snuck behind him silently. Something was wrong. The stranger had his back to her, and he seemed normal enough, except that his image seemed to…shimmer. Every few moments she thought she glanced something there that couldn't have been, and the curiosity was beginning to overtake her. Without understanding why she was doing it, Gwen set her hands on his shoulders. The action surprised Kevin, but he did not resist. One of her hands moved quickly and deliberately from his shoulder to his face, knocking the i.d. mask off.

Kevin was on his feet at once. She turned away. She had seen the monstrous shape, but not the full form. "Damn you," he muttered, unsure of what all she had seen.

"I...I didn't know," Gwen said softly. "I'm sorry," She turned to face him. He was still turned away, as though it would be enough to hide his true form. She picked up the mask and handed it back to him. He grabbed it quickly and put it back on.

"Are you…are you my teacher?"

Kevin waited until the mask was in place, but he opted not to answer her question. "Come on. Those two idiots that run my theater will be missing you."

* * *

"Missing…she's missing," Max said incredulously, "And instead of the people who'd already bought tickets trying to get a refund, we sell out. Opera." He said the last word as though it puzzled him.

"I'm sure Gwen will turn up," Ben said hopefully. "She probably just stayed out too late with Morningstar."

"That would be the only thing that could make this worse, Ben," Max pulled a note from his pocket. Ben raised his eyebrows, but merely pulled an identical note from his own pocket. "Ah...I see you've got one, too."

Ben nodded, and read it off to his grandfather. "Dear B. Tennyson, now do you understand how the opera is properly run? I doubt anyone will miss Carlotta. She sounded like a goat. I know she will return – do not cast her again. Put her in the chorus where more talented singers can drown her out."

Max shook his head and read off his own note. "Dear M. Tennyson, forgot to remind you – my salary has not been paid. The only thing that annoys me more than a badly performed opera is not receiving my money. Signed, O.G."

"O.G.?" Ben asked.

"Opera ghost," He and his grandfather said in unison.

"A ghost that needs money?" Ben asked. "That's pretty suspicious."

Max didn't answer, because Michael Morningstar had just burst in through the front doors, looking flustered and confused. And a bit angry. "Where is she?" he demanded.

Max and Ben exchanged looks. Ben hazarded a guess. "You mean Carlotta?"

"I mean your cousin!" Mike said, sounding impatient. "Where is she?" He waited only a moment. "I want an answer. I take it that you sent me this note," His eyes narrowed in suspicion at Ben.

"And what is it that we're meant to have wrote?" Ben demanded.

"Um…written, Ben," Max corrected. He took the note from Mike's hand and read aloud. "Do not fear for Gwen. She is safe. But do not bother looking for her. You are not to come anywhere near her."

"Well, if you didn't write it, who did?" Mike asked, his expression turning quizzical.

"Where is he?!" The voice was unmistakable. This time, it was Carlotta who was clutching a note and marching in, a woman with a purpose. "Ah-ha!" She turned to the patron. "I got your letter. A letter I rather resent, I might add."

"And did you send it?" Max asked Mike, who of course, shook his head.

Carlotta looked scandalized. "You dare to tell me that this is not the letter you sent?!"

"And what is it that I'm meant to have sent?" Mike asked, taking the note from Carlotta. He read this one aloud as well. "Your days at the Opera Populaire are numbered. Gwendolyn Tennyson will be singing on your behalf tonight. Make no attempt to take her place, or else."

"But of course," Carlotta crossed her arms, "With her precious cousin and grandfather running the theater and the new patron being in love with her…of course nepotism would be the only reason why that little toad would replace me."

Max and Ben exchanged looks. Max went first. "_Signora_, please…we are not going to be taken in by threats…" Ben attempted to protest, but Max shot him a warning look.

"Gwen's back," Julie announced as she entered. "She's very tired, though, so she's gone to bed. Oh, and I have a note..."

"Let me see it!" the entire group shouted, as they all rushed forward. Julie handed it to Max.

"Gentlemen, I have now sent you several notes about how this opera should be run. You've ignored me so far. That is a mistake. But there's no need to worry, if you follow my instructions tonight," Max read, "In the new production of _Il Muto_, Gwen should play the role of countess. If you must use Carlotta, put her as the pageboy. The pageboy's silent, after all. It'll be the most pleasant performance Carlotta will ever give."

Max grabbed Ben by the arm. "Excuse us a moment," he said to the group, leading Ben far enough to be out of earshot. "I have an idea."

"What is it?"

"Carlotta will play the countess, and Gwen the pageboy. So long as Gwen's there, I believe this…opera ghost…I think he'll come. Last time she sang lead, he kidnapped her. So maybe by putting her in a minor role we can lure him there without her getting taken."

Ben considered it. "It's as good an idea as any. But how do we keep Carlotta safe?"

"We keep her close by to Gwen at all times. I don't think this ghost person will hurt her. If it's likely he'll hit Gwen in the act, I don't think he'll attack Carlotta."

"All right then," Ben clapped his hands together. "Carlotta," He called to her. "You will be playing the lead. Gwen will have the silent role."

Carlotta's eyes narrowed. "I do not need your sympathy. Why should I even take this part, after how I've been treated?" she demanded.

"Think of the stage!" Max said, crossing to her. He put a hand on her shoulder. "The audience…they need you. You've sold out so many houses before; think of how they all adore you…"

Ben tried not to laugh. In his mind, his grandfather was going much too far with the flattery. But it did seem to be working.

"Very well," Carlotta agreed, stalking off to go and be fitted for her new costume.

"Leading ladies," Max sighed, "Are a trial."

* * *

"You said it would work for hours," Kevin grumbled, glaring at the old woman. He had snuck out the back of the opera house and into a nearly dilapidated house where this woman mixed her potions for him. Always for a price.

"If you did it properly," The woman said simply.

"Old witch," He hissed.

"It's Verdona," she corrected. "I'd turn you into something for that, but you can't get much worse than your form, sonny. You should have slipped the powder into a drink. I told you it would be stronger that way."

"Yes, but you also said then its effect could be permanent…" Kevin trailed off.

"Yes, so?" Verdona asked, irritated. "The girl would be under your power forever. That's what you wanted, isn't it?"

"No," Kevin shook his monstrous head. The i.d. mask did not work underneath all the enchantments Verdona had placed in her home. "I couldn't do that to her."

"What, you thought she'd choose to stay there with you forever after a while?" Verdona raised an eyebrow.

"I'm not that stupid."

"Could have fooled me," Verdona snapped. "Now, what is it that you need made for you tonight? I see you have a bag of gold for me, and you're not the type to give presents."

"I doubt you could make it."

"There is nothing. _Nothing_, that I can not do," Verdona hissed, agitated. "I reinforced your i.d. mask so that it hid all of your body after all. The original didn't cover nearly as much and you know it."

"A …singing potion," Kevin muttered, embarrassed at the request.

"To make someone sing?" Verdona asked. Kevin's expression told her that wasn't what he'd meant. "Ah. I see. You want to be able to sing with her…"

"It's not about wants. I have a plan, and it requires that I'm able to sing as well…also something more powerful than just suggestion. I need…." He struggled to find the words. "I need something that will charm her momentarily, long enough to get her away."

"I can make a potion that will make it so that your voice sounds so pleasant it will be enough to hypnotize her," Verdona suggested.

"Great. I need that and something with the opposite effect. Something to make someone sing horribly or to have some effect when they sing, especially high notes."

Verdona looked thoughtful. She snapped her fingers. "I've got something like that," she pulled out a vial of red liquid in an atomizer. "It won't be cheap, though. This whole lot's gonna really set you back."

"Fine, fine," Kevin set the entire bag of gold onto the table. "But I need these before I leave tonight."


	5. A toad, Madame?

**Author's Note: **A few references were caught (yay!). All of the references are, in order: The title of the last chapter being Stranger Than You Dreamt It. That's the title of a song in the musical. The lake description being a 'vast glassy lake' is from lyrics to 'I Remember'. Kevin saying "Damn you" after his mask is removed is, as Ladylasa guessed, a reference to the song "Stranger Than You Dreamt It", where the phantom sings "Damn you, you little prying Pandora! You little demon, was this what you wanted to see?". The final line from that scene is the same as that song, though changed to fit what Kevin might actually say: "Come. Those two fools who run my theater will be missing you."

The entire second part was a huge reference to the songs "Notes/Prima Donna". A few direct lines where taken, like, "And what is it that we're meant to have wrote…..written.", "Think of how they all adore you", and "Leading Ladies are a trial.".

I'll be updating two times today. Possibly a third, I'm not sure. Or I may update a different story, but this one will be updated twice at least (including this chapter). A hint to the chandelier drop scene – I did not see this play on Broadway. I saw it when it came to Las Vegas. The chandelier drop will take place with the stage version I saw.

* * *

"What is this opera about?" Gwen asked, pulling at the neck of her costume. It was unusually stuffy in the opera house tonight, and the pull away skirt over her pants was not helping the situation. "I know my part's silent, but…"

Ben chuckled. "It's really weird. They always have a girl playing the page boy, but the point is that the countess is cheating on her husband with your character."

Gwen's face fell. "Please tell me I don't have to do anything embarrassing. Please?"

"Nah, Grandpa Max said you usually hold a fan out for all the 'kissing' parts, and just pantomime like you're kissing behind the fan."

"I'm surprised you know so much about an opera, Ben," Gwen said, not bothering to hide her surprise. He shrugged.

"Julie and grandpa explained it to me. I was curious," Ben looked around, studying everyone. "Seen anything weird?"

"No," Gwen shook her head. "Why are you sticking around back stage, anyways? Hoping to see more of Julie?"

Ben shook his head. "Grandpa Max said to keep an eye on you. That opera ghost person is kind of obsessed, and he's worried that the ghost will kidnap you again. So I'm just here to observe and make sure nothing happens to you."

Gwen frowned. "I can take care of myself."

"You've been kidnapped once already."

"That was an accident…I was tired from performing," she snapped.

"Yeah, and you're performing again tonight," Ben said cautiously, trying to make his cousin understand. "It's just to be on the safe side. I doubt anything's going to happen. You'll be fine, but it's a just in case measure. It'll make Grandpa happy to know that you're being watched."

"Fine," Gwen grumbled, glancing up on the catwalk. "Cash, what are you doing?"

"Eating lunch," the irritated teen called back. "Am I not allowed to do that?"

"Not when you've had two other lunch breaks in this one day," Ben crossed his arms. "We've been over this. You're supposed to be keeping an eye out, making sure nothing bad happens. Why didn't you stop the scenery falling on Carlotta the other day?"

"I wasn't at my post," Cash answered, shrugging. "And when I came back, there was no one there. Or if there was…." He smirked, looking at Gwen now. "It must have been a ghost."

Ben and Gwen exchanged looks and shuddered. "Get back to work, Cash," Ben growled at him, setting a hand on Gwen's shoulder. "It'll be all right, I promise."

"I'm not afraid," Gwen said defiantly, but then she softened. "I guess I should be. I should be terrified, but there was something about him…." She shook her head, trying to get the image of her teacher's from out of her mind. "Never mind."

"C'mon. You've got an opera to do."

* * *

Kevin snuck into the dressing room and seized the bottle that Carlotta was always spritzing down her throat. It was supposed to soothe her throat, make her a better singer. _Not that it would be enough to help __**her**_, he thought to himself.

He undid the top and poured in the syrupy mixture Verdona had given him. He frowned. It looked like congealed blood, but the minute it hit the throat soother, the contents of the entire bottle turned a pleasant cherry color.

Kevin set the bottle back down, carefully wiping away the few droplets that had escaped. It wouldn't do if someone suspected it had been tampered with. He placed the bottle back on the dressing room table and went back through the entrance in the wall, his hand on a small vial. This was the singing potion Verdona had given him.

He clutched it tightly in his fist. That plan was not yet even started. He was nervous about it, after all. It would need to be exactly the right time, or it wouldn't work. And it must be _Don Juan_. It had to be that opera. None of the others would do. But how to get the Tennysons to agree to put it on?

* * *

Carlotta smiled at the audience, her song explaining how her husband would never, ever realize that she was cheating on him with the pageboy, who was dressed as her maid.

Kevin could take no more of it. They had disobeyed him, yet again. "What did I say," His voice was loud, thunderous. The entire opera seemed to turn as one, trying desperately to locate the source of the voice. Of course, they could not find Kevin. "About continuing to cast Carlotta?"

"He's here," Gwen said breathlessly.

"Your part is silent, little toad!" Carlotta snapped.

Kevin smiled to himself. "Interesting choice of words…" He muttered, knowing what would happen next.

Carlotta smiled at the audience again, this time looking apologetic. She went to the wing for a moment, the spritzer bottle in her hand. She sprayed it in her mouth, and cleared her throat. She began to sing again, but this time, the higher she went, the more her voice cut out. It sounded like she was having a hiccupping fit. And the audience seemed to find it hysterical.

Kevin turned, only to find Cash standing a distance away, watching him in bewilderment. Kevin was filled with rage. His true form was hidden, of course, but how had Cash found his way into Kevin's passages, the ones he was so certain that only he, Kevin, himself knew about?

Cash did not say anything. His mouth was agape for a moment, before he came to his senses, whirled around and started to run. Kevin levitated for a moment, then flew after him. Kevin siezed him from behind, holding him in place as he tried to figure out what to do. Cash was confused. Though the being behind him appeared to only have two arms, it felt as though there were four on him, holding him in place. "You'll come with me," Kevin hissed.

On stage, Carlotta was being dragged back by Max, who was motioning for Ben to take charge. Ben took his cue.

"Oh..uh…we'll be continuing after a moment, when Gwendolyn Tennyson will take the role of the countess. In the meantime, uh…" he looked around, hoping for some sort of inspiration. His eyes landed on Julie. "We present the ballet. Right?" Julie nodded from the wings, ushering the ballerinas on stage.

The cacophony of singers rushing off the stage, ballerinas attempting to get into place and change the set all at once rang through the opera house.

Kevin frowned. That was not what he intended. He ripped off a piece of Cash's shirt, and stained it with a vial he pulled from inside his jacket pocket. At first, the liquid appeared blue, but after a moment it turned dark red. This would be enough.

He half ran, half flew through his passageways until he was finally directly behind where he wanted to be. Ben was in front of him, watching the opera for any signs of disturbance. Kevin darted out and dropped the piece of bloody-looking cloth beside a weight bag.

Ben had seen movement out of the corner of his eye, and turned. No one was there. But of course, the 'bloody' piece of shirt caught his eye immediately. Ben held back a gasp, behind over to pick up the cloth. He recognized the pattern – Cash always wore similar clothes to work.

"Grandpa!" he called, running backstage, not stopping for breath until he reached his grandfather.

"What is it Ben?" Ben didn't answer. He merely held out the cloth to his grandfather. "Who? When?"

"I think he got Cash. I don't know what he did to him," Ben admitted. "But that looks like blood."

Gwen had overheard the entire conversation, and was staring at the cloth in wonder. "It couldn't be. I just…he didn't seem that bad," she said softly, more to herself than her relatives. A cold shudder gripped her.

"Are you all right?" It was not a Tennyson who was asking. Michael Morningstar had left his box seat and come down to seek Gwen right after Carlotta's voice had gone out. "You're starting to look pale…"

Gwen didn't answer. She instead broke into a run, heading for the stairs. She was going to the rooftop.

"I'll go after her," Mike said, sprinting after her. Ben and Max were still staring at the blood-soaked material. They no had no idea just how many lines the opera ghost would cross.

**Author's note: **So, Cash basically played Joseph Bouqet. However, I don't think Kevin's a killer, and while in the original, he does kill Joseph, I just couldn't bring myself to have Kevin doing that. So, this is what we get instead.


	6. Rooftop

"Gwen?" Mike asked, searching the rooftop. She was standing with her hand on an enormous stone gargoyle, leaning on it for support. "Gwen, what's going on? Why did you run off?"

"I didn't think he'd go that far," Gwen said simply. "The phantom, I mean. But it looks like he may have killed Cash, at least he must have hurt him….he didn't seem nice, of course. But he didn't seem like a murderer either. I thought he was just misunderstood."

Unbeknownst to Gwen and Mike, Kevin was hiding behind a statue of a horse and his rider, watching. Listening. It was taking all his self restraint not to rush forward, especially with Gwen seeming to be so hurt by his actions. He wanted to tell her how it wasn't true, how he hadn't killed Cash, he just needed that illusion there. He had to make sure Max and Ben were afraid of him, or his plan wouldn't work.

"I thought it was just a publicity story," Mike admitted. "You know, pretend the opera house is haunted, get as many people here as possible. Guess the stories must have been true, then."

Gwen said nothing. She merely stared down at the streets of Paris, her mind reeling. Nothing made sense right now, and she was glad for company that wasn't related to her, even though Mike wasn't saying anything she hadn't thought herself.

"But is he really a ghost?" Mike was asking. Gwen shrugged. "I mean, he can't be living here. How would he eat? Where would he sleep?"

"He has a bed," Gwen surprised herself. She had not remembered that detail until just now. "I've…I've been there. To where he lives. That's where he took me."

Kevin held back a groan. If she led Mike to where Kevin lived, he'd be driven out of the opera house forever. There would be no going back.

"How did you get there?" Mike asked, his voice sharp.

"I don't remember," Gwen admitted. "I only remember snippets. I remember very clearly after I woke up…" she trailed off. It felt like a betrayal to tell anyone about her teacher's true form. She hadn't even told her grandfather. "He can't be all bad. He brought me back."

Mike seemed to consider this for a moment, but then he shook his head. "We need to get you out of here. Away from him. Away from this opera house."

"I couldn't do that. I love it too much."

Kevin smiled to himself, feeling triumphant. He fought the childish instinct to stick his tongue out at Mike. It wouldn't be worth it to reveal himself now, anyways.

"And what was it like, being there?" Mike asked, knowing Gwen wanted to talk about it, maybe even needed to.

"It was very dark," she reminisced, her voice sounding misty and far away, "there were a few candles, but not much more. He was…he was very sad looking. I think he's lonely. That's why he took me. I think he needed me to understand that he didn't want to be alone. That he…he needed me."

Mike frowned. "Let's not talk about it anymore," He held up a hand to silence her when she began to protest. "I know it's important to you, but he's dangerous. He hypnotized you and took you, and who knows what he's done to Cash…just don't think about him. Now," he was very clearly changing the subject, but Gwen did not object this time. "You never did have that dinner with me."

"I'm sorry," she apologized. He shook his head.

"Well, you were…preoccupied," he said, wrapping his arms around her. Gwen did not fight him off, but she did not reciprocate either.

Kevin felt his heart plummet into his stomach, willing himself to look away. He couldn't. His dark eyes focused on Gwen, willing her to push Michael away, his breath caught in his throat as he waited.

It was not Gwen who moved next. Michael did, and this time, he pulled Gwen even closer to him and pressed his lips to her's. Kevin stared, entranced. More than anything, he wanted to look away, but he just couldn't. As horrifying as the site was, he could not look away. A moment later, they broke apart.

"Dinner?" Michael suggested. Gwen nodded, and took his hand. They made their way back into the opera house.

Kevin closed his eyes and willed his breath back to normal – he had to almost pant to get his heart feeling close to normal. But it once again felt like there was a hand squeezing it. "Fine," He said to the empty rooftop, "Fine…I'll go after him too, then."

**Author's note: **I am so sorry this is so short! I've got a friend coming for lunch here soon, and I don't have time to keep writing…I'll try to make the next chapter extra long, I promise.


	7. In the Graveyard

**Attention: Please read: **I started a new proboard for Ben 10, mainly to try to find other fans who would like to discuss it. The site is located at http colon two forward facing slashes, plumbersplayground dot proboards dot com (written out here so it wouldn't be deleted). I'd love to have any of my readers on the site, and I may even post bonus chapters or advance screenings of chapters over there (yes, yes, I'm evil. Trying to bribe people with fanfiction). Seriously, I'm just kind of lonely. Or you can go to my profile page and click the link for my home page. I still need global moderators.

**Author's Note:** Just as a little interesting note, in the play after the phantom watches Rauol and Christine, he says "now, let there be war upon you both.". I was going to have Kevin thinking of going after Gwen, but I just couldn't do it. Yeah, Kevin gets mad…even at Gwen. But the idea of him even trying to hurt her (at 16, anyways…I'm sure his 11 year old self wouldn't have hesitated), just seemed so out of character.

Max Tennyson paused, looking around, wondering why he felt such piercing eyes on his back. His eyes settled on a glass case where a skull was perched inside, the hallowed area where its eyes should have been seeming to stare straight at him. Max frowned at it. He was a brave man, and not so easily frightened by something like that, but this place was making him very nervous.

Still, he had to come.

She was supposed to know, after all. The truth behind the mysterious phantom, the one who so eagerly stalked his only granddaughter. Max took a seat. He would not have to wait much longer.

"This isn't a store, you know," the woman quipped from behind her hood. "I don't know why everyone keeps barging into my house like they own the place."

"The rumor has it that you'll do just about any sort of magic for a fee," Max said simply. "But I'm not here for magic. I'm here for an explanation."

The hooded woman turned away from him, and started to walk away. Max crossed to her and gripped her firmly by the arm, forcing her to turn around. Her hood fell, and for a moment, the pair merely stared at one another, neither able to say anything. Verdona broke the spell first. "Max?"

"Verdona…what are you doing here?" He asked, releasing her. "I haven't seen you since Gwen and Ben were born."

Verdona smiled. "Sorry, sweetie, but you chose an awfully boring place to live. I've been jumping place to place, moving when it gets boring. You know how I am. I get restless," the last part she said almost apologetically. Max returned to his seat.

"I missed you. The kids did, too. ….Frank….Frank passed on a while ago," Max was not surprised when Verdona nodded. She always seemed to know things she shouldn't.

"I thought about coming back after I found out the news," Verdona admitted, "But all that gloom and misery…I just can't be around it. You know that."

Max nodded gravely. "Yes, I know, Verdona. You never could be. But how do you know about this phantom?" Max was all business now. He had to know about the creature that seemed so readily poised to strike and steal Gwen away.

"He doesn't matter much," Verdona said elusively, "I mean, he's harmless. Don't worry yourself about him."

"He may seem harmless to you, Verdona, but he's stolen Gwen away once now. He returned her, but I think he's planning something worse. We think he murdered someone, and I wonder if Gwen might be next."

"She won't be," Verdona said simply. "Max, this is not something you can get involved with. Trust me."

"I try to, but you make it pretty difficult," Max admitted. "Last time you said I should trust you was right before you ran off. Eighteen years ago."

"Well, this time it's not about me," Verdona snapped. "There is a lot at stake here, more than I could possibly explain. The boy is harmless," she insisted again, "at least so long as you do not interfere. Everything's in place to work out the way it's supposed to. Just don't do anything."

"I can't just sit back and watch him take her."

Verdona turned from him. She couldn't tell Max that part of her plan required him not to listen to this advice. She had to hide her smile.

"I'm going now," Max said as he rose to his feet. "I'll see you around Verdona."

"Yes," she nodded, more to herself than to him. "I suppose you will."

* * *

Thinking to catch Gwen for a breakfast together (after all, she had missed two dinner invitations already), Michael made his way up to the ballerina's quarters, a single rose held in his hand. He went to knock on the door, but before his fist reached the smooth wood, Julie had already opened the door.

She looked only a little shocked to see someone there so early. She smiled and shook her head. "Gwen went to visit her father's grave."

Michael frowned. "And who escorted her?"

"She refused an escort. Said she could take care of herself."

Mike didn't wait for any other explanation. Dropping the rose, he took off in a run, hoping that his instincts were wrong.

It had been a long trip, but now more than ever, Gwen had felt she needed to visit her father's grave. She kneeled before it and lightly touched the tombstone, her fingers tracing over the letters that were engraved in the smooth marble.

"Gwen! Gwen!" Mike's cries were carried to her on the wind. He sounded frantic. Gwen frowned. _Julie must have told him where I went_, she thought to herself, slightly agitated with her friend.

Gwen heard the horse approaching before she could see it. Mike hopped off when he saw her, looking relieved. "You're all right…I thought for sure…." He trailed off. Gwen was glaring at him.

"The danger's back at the opera house," she hissed, "according to you, anyways. You seemed to think I'd be safe if I went anywhere else…or was that just you trying to get me to come with you?"

Mike's mouth stayed open a moment more before he regained composure. "I'm sorry. I was just…I was worried about you. I was out of place."

Gwen nodded. "All right. I guess I understand. If Ben had taken off without telling me, I probably would have run after him, worrying the whole way," she admitted. "Anyways, I need to go back now."

"I was hoping we could have breakfast?" Mike asked. "Aren't you hungry at all?"

Gwen shook her head. "No, I'm sorry." She saw the hurt expression on Mike's face and frowned. She kissed him on the cheek and he brightened.

"Well, I can give you a ride back, at any rate," he suggested, climbing on his horse and holding his hand out to her. She nodded, gripped his hand, and pulled herself up behind him, her arms wrapping around his waist. "Yah," he said to the horse, snapping the reign on the animal's back. The horse took off in a sprint.

This time, Kevin had been watching from a tree. He had not been planning anything, but now he regretted that he hadn't brought something, anything, to capture that idiot. He glared after them, feeling hurt and angry. But he had to lay low for now. He needed them all to feel secure that he'd left of his own accord and wouldn't be back. That was the only way to get his plan to work. The more shocking it was, the better he could control them…and the masquerade ball was still one month away….

**Author's note: **Just to note where we differ from the original here: in the play, the phantom is hiding in Christine's father's tomb, and tries to lure her to him. Rauol comes and rescues her. And of course, there was no 'witch' in the original. I just love Verdona. I still want a scene with her and Max to be in the series soon. If you did not read the attention section at the top of the page, please go back and do so.


	8. But Who Can Name the Face?

**Author's Note:** This was posted first on the plumbersplayground site (and subsequent chapters will be previewed over there as well. However, if you don't want to go to the board, I will add it here within 48 hours of posting it over there). Again, the site is http colon two forward slashes plumbersplayground dot proboards dot com.

"A whole month," Max said, a hand on his chin, "And absolutely nothing from our phantom friend. What do you think he's up to?"

"I dunno," Ben admitted. "There's been a lot of ballerinas claiming to have seen Cash's ghost coming in and out of the theater, though. But nothing violent's happened, not even when Carlotta sings. Maybe he left?"

Max shook his head. "I wish...no, I think he's still here. He's trying to make us nervous. As for Cash's ghost...those ballerina girls are pretty superstitious, Ben. I doubt any of them saw more than a shadow."

Ben nodded. It had been the younger girls who had made the claims, after all. No doubt they were in hysterics. The whole company was on tenterhooks, waiting for the phantom's next move. Ben frowned, wondering what sort of sick pleasure the opera ghost was getting from watching them squirm.

"Think he'll try anything at the masquerade ball, grandpa?"

Max smiled. "That's the one situation I feel most safe in. He's never actually shown up anywhere before. And it's not like anyone will be singing, and I doubt he cares if someone messes up the box step."

"That's good news," Ben said softly. Max gave his grandson a knowing smile.

"Is this because Julie agreed to go with you?"

Ben looked away guiltily. "How'd you know?"

"Ben, the whole opera knows you like her. Don't worry, I like her too. I think you made a darn good choice. Do you know who your cousin's going with?" The abrupt change in topic confused Ben for a moment, but then he realized that his grandpa was worried. He did not seem to care much for Mike Morningstar, who was coming around every day now to see Gwen.

"I don't know," Ben lied. The skip in Mike's step yesterday had been a sure sign to Ben that Gwen had agreed to accompany Mike to the masquerade. "We'll just have to see."

* * *

"...and you said yes?" Julie's eyes were wide in amazement. Ben had guessed wrong. Gwen had agreed at the beginning of the month to go to the masquerade ball with Mike. The reason for his elation the previous day was that he had proposed. The ring was on a thin chain around Gwen's neck.

"What? You don't like him?" Gwen asked, tucking the ring back under her dress, hiding it there.

"I just...." Julie cast around for the words to explain it, "I don't know. He's nice, and he's handsome but..."

Gwen shrugged. She had been so taken aback by the proposal that the yes had tumbled out before she'd really thought it through. She was starting to regret it now, but she wasn't sure exactly how to tell Mike. She certainly couldn't tell him tonight at the ball.

"Wow...that's the first time that it's shown up when you're not performing." Julie's voice cut through Gwen's thoughts. Gwen followed Julie's gaze, her eyes darting to a single red rose with a black ribbon tied around it.

For some reason, a pang of guilt hit Gwen's heart, and she realized that that rose had not been there when she and Julie had started discussing her engagement to Michael. _He knows_. The thought terrified and worried her. _Why should he even care?_ She argued with herself, _He never said anything about romance, he's just my teacher. I'm his student. Nothing else._

"Gwen, are you all right?" Julie asked, giving her friend a worried look. Gwen nodded.

"We should get ready for tonight."

* * *

"Max!" Paradox clapped him on the back, "Great job with the theater. I trust you haven't had too much trouble?"

"Not...too much," Max said elusively, watching young couples twirl and dance on the ball room floor. "You could have warned me."

"Would you have taken the theater if I had?" Paradox did not wait for an answer. "Of course you wouldn't, because you're smarter than that," He checked his watch, "Ah, I believe I have a meeting with someone else in a minute...or should it have been one minute ago?"

Max watched the other man wander off. _Guess running this place drove the poor guy crazy_, Max thought to himself. "Max!" A woman who appeared around Max's own age had seemed to materialize out of nowhere, wearing a purple dress, her hair tied up into a messy bun.

"Verdona? What are you doing here?" Max was not expecting this. "You've never been the type for formal parties..."

"Oh, don't be silly. I love these kinds of swanky shindigs," she smiled. "And who's to say it won't get even more interesting before the night's over, eh, Max?" She prodded him in the ribs with her elbow. He smiled.

"Would you like to dance?" She nodded enthusiastically and took his hand.

"I don't understand why you don't want to make a formal announcement," Mike said, hooking his arm into Gwen's. "Engagements aren't crimes."

"Just please," Gwen said, refusing to make eye contact, "Don't tell anyone. It's a long story. I'll explain later."

Mike shrugged. "Would you like to dance?" Gwen nodded, and took his hand and allowed him to lead her to the dance floor.

Across the way, Ben was trying not to step on Julie's foot (which would have been the third time that evening), and Verdona and Max were proving to be the most graceful couple on the floor. Gwen released Mike's hand, watching as her grandfather and the woman she did not recognize waltzed in time with the music, Max looking much happier than Gwen had seen him in years. All of the Tennysons had chosen to boycott the mask part of the masquerade, but the rest of the dancers had splendid masks of all different shapes and colors on - animals, queens, priests, reproductions of their own faces. The music rose and fell and the dancers attempted to keep up.

A sour note came from a violin. A few heads turned, wondering what had caused the discordance. The violinist now had his bow pointed across the way at the stairs, his eyes widened in fright. There, descending the stairs slowly, deliberately, was a tall figure dressed in dark red and wearing a skull mask. A collective shiver went through the crowd.

"Have you missed me?" Kevin asked, "Or were you stupid enough to think I left forever?" No one answered. Kevin pulled a collection of paper from underneath his jacket. "I have a present for you," He addressed Max, throwing the papers at Max's feet. "_Don Juan Triumphant_. You will perform it," the tone of voice Kevin used was enough to keep Max silent, "There's even a part for you, Carlotta," he addressed the diva, "So long as you learn how to act. Piangi, you need to lose some weight. It's not healthy. And as for Gwen..."

Gwen had frozen the instant she had seen Kevin's form descending the stairs. "You'll be the star, of course. Your voice is good, but...you should let me help you. I am your teacher, after all," Max and Ben looked shocked, but neither moved. Kevin crossed the threshold to Gwen, seeming to reach for her. At the last moment, his hand seized the necklace and he broke the chain, grabbing back the ring. "I can't let him take you, Gwen," he said softly.

"Get away from her," Mike had pulled a sword, and pointed it at Kevin.

"I'll deal with you later," Kevin promised.

"Why don't you try now?" Mike challenged.

"I'd love to," Kevin admitted, "But I'd hate to ruin the party. I'll find you later. Don't worry about that." A puff of smoke rose and filled the room. When it finally cleared, Kevin was nowhere to be seen.

Max gripped Verdona's arm, a sudden realization had hit him. "You've been helping him."

She looked away. "What makes you think that, Max?"

"That was one of your tricks. You're going to explain to me all of this. Who he is, how he came to be here...now, Verdona."

"Fine, but not here," Verdona replied. "Grab Ben and Gwen and meet me in your office. I'll explain everything there."


	9. Phantom Explained

**Author's Note:** We're going to be having a fanfiction writing contest over on the Plumbersplayground board. The first contest will be cliches. Explanation is over there, if anyone's interested.

"I didn't say _he_ could come," Verdona said, jerking her thumb in Mike's direction. "Get him out of here."

"I have a right to know what's going on, too," Mike insisted.

"Family only," Max said, pointing towards the door.

"All the more reason I should stay," Mike said, crossing his arms. "Gwen agreed to marry me. What do you think that ring the ghost stole was from?"

Max and Ben exchanged looks. Verdona's face showed both outrage and annoyance. "You're not good enough for my granddaughter," she said, now glaring at Max, as though this were all his fault.

"Granddaughter?" Ben and Gwen asked in unison.

"Yes," Max said, pulling at the collar of his shirt. "This is Verdona. Your grandmother."

"You never told us about her," Gwen said softly, studying the old woman. "Why didn't you ever come see us?"

Verdona shrugged. "Not in my nature, kiddo. You'll understand one day, I'm sure. But for right now, I want this guy out of here." She was staring daggers at Mike, but he didn't back down.

"I'm not leaving," he was appealing to Max now. "I just want to be able to help."

"Fine," Max sighed, and sat down behind his desk. "Verdona, just this once...no arguments. Just please, explain what's going on here."

"Oh, all right," Verdona gave in, turning her back on Mike. "The kid found me years ago..."

"Kid?" Ben asked.

"The one you call the phantom. He prefers to call himself a ghost. I prefer to call him an idiot, myself," she explained. "Anyways, he's horribly deformed. I can't even explain it. Not just a facial deformity...I suppose you noticed at the ball that his shape did not appear solid, that it seemed to shimmer every few moments?" Gwen, Ben and Max all nodded. "While that helps him keep the image of a ghost, it's not his true form. He bought a mask from a Chinese man that helped him mask his _real_ form - an amalgamation of monstrosities. Horrible to look at, really. He found me because his mask didn't work very well. It hid enough of his form, but did not build a new form for him. He appeared completely faceless when he wore that mask. I reinforced it, gave him as many facial features as I could...."

"That's not explaining what he's up to...what he wants with Gwen," Ben interrupted.

"Don't interrupt, sweetie," Verdona said pleasantly. "I'm getting there. You see, he lives here. In the operahouse - don't bother asking me where, I won't tell you. He means well. He's just a very confused young man," she glanced at Gwen very quickly. Ben and Max were the only ones to catch the look, "he doesn't really know what he wants. He's not used to human interaction, and he's surprised to learn he still has human emotions. I help him because he needs it."

"And you don't care if he kills?" Mike hissed.

Verdona smiled, but did not answer.

Max, Gwen, and Ben all looked reflective, thinking on this new information. "Grandma," Ben said slowly, testing out the title, "don't you care about this at all? He's after Gwen. He's taken her once already...what if he takes her again?"

Verdona smiled. "We all have to see how this is going to unfold," she explained. "I can't even tell where this whole show's headed. But I'll be watching." A snap of her fingers, and she was gone, a puff of smoke where she had been standing.

"So, kids," Max said, "What do you think of your grandma?"

* * *

"Could you be quieter when you're running errands?" Kevin hissed, glaring at Cash.

"Why should I? Everyone just thinks I'm a ghost anyways," Cash crossed his arms. Living beneath the opera house with Kevin for the past month and a half had been almost torture. The two despised each other almost immediately.

"Because, if I find out one more ballerina spotted your 'ghost', I'll make sure I make you into a real ghost," Kevin threatened.

Cash glared, but said nothing. Finally, he asked "What exactly is your plan? You haven't been out to watch the performances, you're not dropping things on the practices...what are you up to this time?"

"That's none of your business," Kevin snapped. "It'll be clear when it's all through. I can't risk you warning anyone."

"Like I'm that stupid...you'd kill me for real if I did that," Cash muttered under his breath.

"Go ahead and go get some more food for tonight," Kevin said, tossing Cash a small wallet filled with money. "This time try not to be seen - use the back route I showed you."

"All right, all right..." Cash agreed. But then something occured to him. "Hey, how did you get food for yourself when I wasn't here? Without being seen?"

Kevin didn't answer. The passageway he'd used figured too heavily into his plan, and if Cash should suddenly become too brave for his own good, Kevin would lose everything. "Just go get the food."

* * *

"I wish you told me, at least," Ben complained. He was seated on Gwen's bed, and he was still frustrated his cousin hadn't told him about her engagement.

Gwen said nothing. She wished to tell Ben that she'd changed her mind, that she really did not want to marry Michael Morningstar, but she couldn't.

Mainly because Mike was in the room as well.

Mike stood in the corner, a hand running through his golden blonde hair as his thoughts whirled. He suddenly snapped his fingers, an idea occurring to him. "Of course...so stupid of us not to realize it...we've got him," he said to Ben.

Ben gave the blonde a bewildered expression. "We've got who?"

"Our phantom friend," Mike explained, "If Gwen sings, he'll come. All we have to do is have the police there. They'll arrest him. We'll have them seated all around the theater. It's so simple...I'm going to go make arrangements with your grandfather." Mike excused himself and left the cousins alone.

"You're scared," Ben said knowingly. Gwen nodded.

"What if he takes me again?"

"It'll be all right. We'll get you back."

Gwen shook her head. Ben was not getting her point. It wasn't so much that the opera ghost would take her. She was scared because on some level....that was exactly what she wanted.


	10. Past the Point of No Return

**Author's Note: **the plumbersplayground board is looking for people to role play as different characters from the show. I figure fanfiction writers are some of the best people to ask (Please note – Ben and Kevin are already taken, but literally everyone else is still up for grabs. You'll find rules and a full explanation at the proboard. http colon two forward slashes plumbersplayground dot proboards dot com)

Gwen's fingers gripped the basket she was carrying until her knuckles turned white. On stage, Piangi and another actor explained the plot. The other actor, who was playing Passerino, explained gleefully to Piangi and the audience about the young maiden - Gwen's character - he'd found and convinced to come to dinner, thinking that Passerino was the master and that his master was actually the servant. When Passerino would pretend to come home, the master would trick the girl into hiding in his bedroom with him.

It was an awful play, in Gwen's mind. The music was beautiful, but this next song, which spoke so beautifully of making love for the first time...it seemed such a sham to be singing it with someone like Piangi.

Piangi threw another laugh at the audience and ducked behind the curtain, at the very back of the stage. A dull thud resounded as Kevin's fist pounded the man's head just once - just in the right spot to cause Piangi to fall over, unconscious. Kevin retrieved Piangi's mask and strapped it on over his i.d. mask. Then he gulped down the bottle of singing potion Verdona had made him.

No one had seen him do this. Everyone would think it was Piangi who returned to the stage. Kevin smirked to himself. He had seen the armed policemen, but most were outside. The rest were in the audience, assuming that he would be there only to watch. But that wasn't why he was here. Not this time. Gwen's voice broke through his thoughts, reminding him of exactly why he was there.

_No thoughts within her head  
But thoughts of joy.  
No dreams within her heart  
but dreams of love_

Gulping, Kevin made his way to the side of the stage.

"Master?" the actor from before called to him.

_Passerino...  
Go away for the trap is set,  
And waits for its pray..._

If the actor noticed anything was wrong, he gave no signs of it. He left the stage with no complaints. Some members of the audience had noticed a change, though. Ben especially was leaning forward, trying to figure out how Piangi had suddenly gotten slimmer, and why his voice sounded so much more pleasant now.

Gwen looked up, watching Kevin curiously.

_I have brought you  
that our passions may fuse and merge -  
in your mind you've already succumbed to me  
dropped all defenses completely succumbed to me -  
now you are here with me: no second thoughts,  
you've decided, decided ..._

Gwen knew she should be alarmed. After all, it was very obvious to her that this new figure was not Piangi. But she was entranced. His voice was beautiful, but also pleading. He wanted her to recognize him, she was sure of it.

_Past the point of no return -  
no backward glances:  
the games we've played till now are at an end ...  
Past all thought of "if" or "when" -  
no use resisting: abandon thought, and let the dream descend ..._

Kevin crossed the stage towards her. He hesitated for a moment, but then his arms were around her, holding her the way he'd been thinking about since he'd first started teaching her. She did not pull away. His hands covered her's as he continued in the song.

_What raging fire shall flood the soul?  
What rich desire unlocks its door?  
What sweet seduction lies before us ...?_

Past the point of no return,  
the final threshold - what warm, unspoken secrets will we learn?  
Beyond the point of no return ...

Gwen released herself from his grasp, and for a terrified moment Kevin thought she was going to run. Instead, she smiled at him. _Of course...the old witch said the potion works as a sort of hypnosis, too_. Gwen seemed to revel in singing with him, as his solo ended, she started.

_You have brought me  
To that moment where words run dry  
To that moment where speech disappears into silence, silence_

I have come here, hardly knowing the reason why -  
In my mind I've already imagined our bodies entwining,  
Defenseless and silent.  
Now I am here with you. No second thoughts...I've decided. Decided...

Kevin felt a pang in his heart as his thoughts raced to the true meaning of this song. It was not hard to imagine Gwen in his arms, both of them tangled in the sheets....he forced the image away. He had to concentrate.

_Past the point of no return -  
no going back now:  
our passion-play has now, at last, begun ...  
Past all thought of right or wrong -  
one final question: how long should we two wait, before we're one ...?_

When will the blood begin to race the sleeping bud burst into bloom?  
When will the flames, at last, consume us ...?

Kevin and Gwen slowly turned to make their way towards one another, this time singing together.

_Past the point of no return -  
the final threshold_

They were again in one another's embrace.

_The bridge is crossed,  
so stand and watch it burn.  
We've passed the point of no return..._

Kevin pushed back a sudden instinct that he should kiss her. That was not in the script, and surely that would break the hold he had on her. He wanted to enjoy a few more moments with her.

"Gwen..." he whispered softly. He'd never called her by her name before. That was all it took. Curiously, with an expression that showed that she herself had no idea why she was doing it, Gwen faced in towards him, and pulled both masks off.

There Kevin was, completely exposed. The audience screamed. There on stage was a mixture of different monsters, deformed with four arms, some parts of him covered in fur, one of his arms seeming to be on fire. A pair of wings rose out of the back of him.

"Let her go!" Mike had started to rush the stage, but Kevin had already planned for something like this. He grabbed Gwen around her middle and flew up, right to the chandelier. He broke the chain and fled, hoping that would be enough to give him a good head start.

"Ben, c'mon," Verdona had appeared seemingly out of nowhere beside her grandson. "We gotta hurry, kiddo...I didn't think something _this_ bad would happen.."

"Should I get Grandpa? Or Mike?" Ben suggested. Verdona shook her head.

"Max needs to see to the people down there," Verdona pointed down at the floor seats. Glass had shattered, and some people were covered in blood. Many people were still running around, screaming their heads off. "Nah, you're the only one who can really help this. Now hold on, dearie."

* * *

"Put me down," Gwen hissed.

"I will when we get somewhere safe," Kevin said instantly. "Or would you rather I dropped you from here?"

Gwen crossed her arms. "I don't understand what's going on," she admitted, "But I'd like an explanation."

Kevin ignored her. Instead, he asked his own question. The one that was bothering him right now. "You're not acting afraid. Why aren't you scared of me?"

Gwen softened. "Should I be?"

"Yeah...not often you see a monster."

"No," Gwen admitted. "In fact, I've never seen one."

"So what do you think I am?" Kevin asked.

"I don't know. You wouldn't ever tell me your name. I'm guessing, though, that you're the one who taught me. How to sing, I mean."

Kevin flew in silence for a bit after that. Finally, he couldn't stand it any longer. "Kevin."

"Huh?"

"My name," He said simply, his eyes steadily focused on the horizon. "My name is Kevin."

"Oh," Gwen replied. "It's nice to meet you."


	11. Omnitrix

**Author's note: **I'm going to have to rush this story, especially if I want to finish all the other stories I have ideas for. This chapter was written before the need for rush, but I beg you all to remember that I've got a baby due less than a month from now, and so could disappear at any moment (as much as I love writing these stories, baby does come first, after all). Please enjoy.

"What exactly are you looking for?" Ben asked, ducking as Verdona tossed a few more items out of the way, almost hitting her grandson on the head. She shook her head furiously.

"No, no, I don't need help, I know it's around here somewhere..." she plunged her arm deep into a cabinet, rooting around. A look of triumph crossed her face, and she pulled her arm out, her fist firmly clutching a black band with a black and green structure at the top. "Come here, Ben."

Ben did as asked, his eyes on the strange contraption in his grandmother's hand. "Is that some kind of bracelet?"

"Not exactly," Verdona said, releasing her grip. The 'bracelet' seemed to jump from her hand greedily onto Ben's wrist. He yelped, not understanding what was going on. The item settled itself onto his wrist. Ben just stared at it.

"What is this?"

"The boy's become a bit too unpredictable..."

"What boy?"

"Kevin. That..._phantom_ of yours," Verdona explained. "I'm not sure what he's planning anymore, but he may have snapped. This is just in case...it's so you can rescue your cousin, even if Kevin refuses to let go of her."

"How's a bracelet going to help?"

"That isn't some mere trinket!" Verdona snapped. "It's called an omnitrix. Rotate the face; that'll make it easier to explain what it can do."

Ben looked over the omnitrix for a moment, before figuring out which part was the 'face'. He turned it once clockwise. A shadowy green figure of what appeared to be a monster appeared on top of the face. "What _is_ that?"

"It's a long story. Let's make it short. There are 10 of those things in there, you can transform into anyone of them," Verdona rushed her explanation. "Now pick one of the fliers and go after your cousin."

"I don't know where she is!" Ben complained.

Verdona's eyes glowed faint pink for a moment. "She's in the middle of the forest. Travel West. You'll find her, I promise. Now scoot. An old lady like me shouldn't have to do everything."

* * *

"Why'd you take me?" This was the third time Gwen had asked, and once more Kevin did not seem interested in answering her. "Tell me, or I'll leave."

"I don't know. It's...it's stupid. I just wanted you to come with me, okay? Does it really matter?"

Gwen rolled her eyes. "Gee, my Grandfather's probably very upset right now, my cousin might be, Mike's certainly --what's wrong?"

Kevin had bristled at the mention of Michael Morningstar. He shook his head, pretending he didn't know what she was asking about. "Can't believe you like that idiot."

"What's wrong with him?"

"I don't know. I just don't trust him."

"This from the guy who pretends to be a ghost, lives underneath an opera house for a few years and, oh yeah, let's not forget..._killed_ someone!"

"I didn't kill him," Kevin said softly. "Cash isn't dead."

Gwen studied Kevin very carefully, before nodding. "I believe you. But where is he, then? And why would you want us to think that you killed him?"

"Because if they weren't afraid of me, they wouldn't have given in so easily. They wouldn't have done that opera, and I wouldn't be able to get close enough to you..."

"But you took me. Kevin, that's not fair. I need to be able to make my own choices."

Kevin shook his head, crossing two different sets of arms. "What kind of girl would agree to come with me, with me looking like this? Huh?"

Before Gwen could answer, there was a loud screech. Descending rapidly, obviously headed towards them, was a bright red monster, with yellow eyes and a long tail that shot out some sort of green energy towards Kevin.

* * *

Michael was not an idiot, despite what Kevin and Verdona might have thought. He'd followed Ben to Verdona's, and took a horse to follow the red monster (which he knew to be Ben from listening in).

While he did care for Gwen, he chose not to get involved. He perched himself on a branch, watching closely as Ben and the monstrous phantom fought.

That's when an idea occurred to him. If the phantom was preoccupied, he would not notice Gwen missing. This was his chance. He jumped gracefully from the tree and untied his horse, urging the animal to go faster. He grabbed Gwen from behind and flung her onto the horse, in front of him, and rode off.

"Let me go!" Gwen insisted. "I am not in the mood to be kidnapped _again_."

"Gwen, it's me," Michael said, snapping the reigns against the horse to urge him to jump a log. "It's Michael. You know...your fiance?"

This did not seem to calm Gwen in the least. "Turn around."

"...there are two monsters back there. You really want to get in the middle of that? One of them _kidnapped_ you."

"I know that," Gwen snapped, "But he's not a bad guy...and that other monster...I don't know, but I don't want him hurt either."

"I don't think you've come to your senses yet..."

"Yes I have," Gwen insisted. "Now stop this horse and let me off."

"I'm not stopping him," Michael insisted.

"Fine," Gwen agreed, "then I'll just get off the hard way..." she swung her other leg over, so that she was positioned side saddle. She took a deep breath and leapt, landing in the bushes about two feet away. Michael stopped the horse.

"What kind of girl are you?"

Gwen shrugged. "the kind who doesn't leave her friends to fight their battles alone!" She called as she began to run back towards where Kevin and, unbeknownst to her, Ben, were fighting.

"Stubborn girl..." Michael said finally, sighing. He did not want to go back to help, or even to watch, but he felt he needed to. So, he urged the horse after Gwen, wondering if he would regret this.


	12. Behind It All

**Author's Note: **All right, baby is here (as of May 13th), so that's why updates have been slow and few and far between. When I am able, I will still try to update fan fiction. I'm being stupid and not opting to sleep while he's sleeping right now (which will bite me in the butt in the morning, I'm sure), so here you go, a new chapter (the first part is hopefully as funny as I think it is. Humor, like romance, is one of my favorite things to write, so I couldn't resist throwing it in here)

"Let go of me, you freak," Kevin hissed, throwing Ben off of him.

"That's a laugh, coming from you," Ben returned. He stepped forward to attack again before hearing an irritating beep coming from the omnitrix - the face place turned red, and suddenly, he was his teenaged self again.

Kevin groaned. "That witch sent you after me, didn't she?"

"Does it matter? I'm just here to take my cousin back. Gwen," Ben looked around, about to tell his cousin that they were leaving. Finally, he and Kevin both realized that Gwen was not in that part of the woods, if she was in the woods at all anymore.

"Where did she go?" Kevin asked, apparently forgetting for a moment that he and Ben were supposed to be fighting.

"Hopefully she got away safely," Was all Ben said. He was glad of it, though. He didn't know when the omnitrix would start working again, and this meant he didn't have to protect ---The sound of branches snapping as Gwen made her way back into the clearing broke him from his thoughts."Gwen!" Ben groaned. "Common sense - you see monster, you run away from monster. You do not return to the monster!"

"You're one to talk about common sense," Gwen snorted. "What are you doing here, anyways? How'd you get here?"

"Grandma," Ben said, holding his wrist up so that Gwen could see the omnitrix. Kevin was completely silent, his yellow eyes focused on Gwen, his face contorted with confusion.

"...You came back.

"Gwen shrugged. "I wanted to make sure you weren't hurt."

"Okay, Gwen, see, that's still not normal," Ben argued, "You're checking on a monster who kidnapped you. It's weird."

"I agree," Michael said, appearing from the same direction from which Gwen had just come.

"What is it now, a party?" Kevin complained. "Why are so many people here?"

Michael ignored him. "Gwendolyn, Ben's right about this. The monster kidnapped you. We should just leave and let Ben handle it. I understand you're a caring person, but don't waste your time."

"I'll waste you," Kevin muttered under his breath. Gwen started to slowly walk backwards, away from Michael Morningstar, until she was even with Kevin.

"I'm staying right here, thank you. At least until we get this all sorted out."

"Get what sorted out?" Michael demanded.

"Why he kidnapped me, why you're being such a jerk, why my own cousin is not _listening_ to me..." Kevin and Ben both looked away, slightly embarrassed expressions on their faces. Michael, however, did not seem the least bit bothered.

"I am not being a jerk. I'm trying to keep you safe."

"I can take care of myself," Gwen crossed her arms. "And I want you to leave. Now."

"I...oh, fine!" Michael agreed. "If you want to get yourself killed, that's your business, I guess."

"Good riddance," Kevin added as he watched Michael retreat.

"And you!" Gwen rounded on him. He held all four hands in the air, instinctively trying to surrender. The blaze in her green eyes actually made him feel ...scared. "You are going to explain why you kidnapped me --"

"I well --"

"Not to me. You're going to explain to Grandpa Max."

"I...what? No. No way."Gwen glared more fiercely.

"Yes. Yes you are. Then you're going to show us where Cash is and let him go."

"You really think you can make me do all this?" Kevin smiled confidently.

"Yes."

"How?"Gwen's smile widened.

"You'll see. I'll explain it later..._after_ you do all the other things."

"This is crazy," Ben finally said.

"Just go along with it," Gwen responded. Ben nodded. At the very least, he would go along because it was quite amusing to see his petite cousin bossing around a giant monster. It was a source of entertainment he was glad to have.

* * *

Michael Morningstar had only pretended to leave the cousins and the monster to their discussion. He ducked behind a tree, watching, waiting, contemplating all that had just happened. His mind turned to Gwen, reality seeming to shift as he came to a sudden realization. _She's in love with the monster..._ The thought was both disturbing and infuriating to the young man. He was rich, he was powerful and he was good looking. And somehow he'd lost to a monster.

It had been his hopes to join with the Tennysons, for they were a well known family of wealth, and that seemed to only be on the rise since Gwen's opera career had taken off. He had money and power, but he longed for more of both, and this had seemed as good a plan as had been prepared to give Gwen up when she'd made it so plain that she had no feelings for him, but the idea of her rejecting him in favor of a hideous creature turned his stomach, and caused an unbecoming glare to rise to his features.

How dare she?

To reject him was one thing, but to turn him aside for _that_? Michael was not willing to lose, not to a monster. He would have Gwen, whether she had agreed to it or not. Surely he would be doing her and her family a favor. The scandal the Tennysons would suffer if this got out was so much worse than Gwen probably realized, he reasoned. And so he watched, waiting for the perfect opportunity, and when the three left together, he followed, carefully sticking to the shadows.

* * *

"You expect me to forgive you?" Max Tennyson's eyes were narrowed, scrutinizing Kevin with such a powerful gaze that Kevin was wishing with all his might that he could disappear.

"...Not really," Kevin admitted. "I'd just like to get out of here..."

"Oh, enough of this!" Verdona interrupted. "Max, the boy didn't kill Cash. Those ballerinas haven't been seeing a ghost, they've just been seeing a teenaged idiot."

"Grandma, if you don't think he's dangerous, why'd you give me the omnitrix to fight him?" Ben demanded.

"Because he went too far with breaking the chandelier," Verdona explained, glaring at Kevin. "But I realize he was just desperate, and that I can't hold it against him that he's a fool. He always has been."

"Witch," Kevin muttered. Verdona ignored him.

"Cash is alive?" Max asked softly, studying Kevin. Kevin nodded. He was still very confused by the Tennyson clan. None seemed bothered by his monstrous appearance, only worried about his actions. "Why did you take my granddaughter?"

"I...." Kevin coughed, staring at the floor. He couldn't say it. Especially not with Gwen standing there. "I don't know." He finished 's eyebrows shot up, and he nodded. Kevin had a sinking feeling that Max knew exactly what Kevin's motivation had been.

"Gwen, please leave the room," Max said softly."What? Why do I have to?" Gwen demanded. "What about Ben?"

"Gwen, don't argue. Please, just do this," Max insisted. Sighing, Gwen obeyed, but her body language sent the loud message that she was not pleased with she was safely out of the room, Max continued his questioning. "Are you in love with my granddaughter?"

Ben spluttered, staring at his grandfather. "Why would you think that?"

"Because he's right," Verdona answered on Kevin's behalf. "Come on, Ben, you're from my blood, I'd expect you to be smarter than that. Isn't it obvious?"Kevin said nothing, his yellow eyes staring back into Max's eyes, not quite pleading, but...requesting something. Kevin could not bear to say it out loud, and he certainly was not ready for Gwen to know. Max thought for a while, pacing around the room as he did.

"All right. All right...If you get Cash out and we know that he's safe, I won't call the authorities on you. As for where you'll live....we'll figure that out later..."

The door burst open and a frazzled looking Julie came in. "You're not going to believe this....Gwen's been kidnapped...._again_...I think it's the phan---" she stifled a scream as her gaze fell on Kevin. "...What the...?" She turned to Ben for an explanation.

"Julie, meet the Phantom of the Opera. Phantom, this is Julie...." Ben said dryly.

"...So if he didn't take her this time...." Julie said, thinking out loud, "Who did?"

"Morningstar," Kevin said softly, rising to his feet. "I'll kill him...I swear I will...."

"Wait. I'll go with you," Ben insisted.

"No way," Kevin shook his head, "You're just going to keep an eye on me..."

"No, I'm not," Ben said truthfully, holding up a hand as though swearing his allegiance. "Gwen's my cousin; I want her to be safe. If that means teaming up with you, so be it."

"What makes you so certain Michael did it?" Max asked.

"Who else? The boy's a creep, Max," Verdona insisted. "He's got the capacity for evil, I'm sure you felt it."

"Make sure you're both careful...There have been rumors about the Morningstar family for years," Max said, "I thought they were ridiculous, but after everything I've seen the past few weeks..." he trailed off, first eyeing Kevin and then the omnitrix, "Well, just be careful."

"We will, grandpa," Ben agreed. "Come on," He said to Kevin.

"Who said you get to lead?"


	13. True Form

**Author's Note: **We're nearing the end. I need to mention now: This takes place in the very distant past. Okay? I don't think I ever directly said that.....it's the only reason I changed the way Kevin talked a bit, but this chapter I think a more modernized style of how he and Ben presently talk came through. I'm not going to change it, because I like it. One more chapter after this. Maybe an epilogue. We'll see. Did I even mention before this chapter that this takes place in France? I hope I did....if I didn't, I'm sorry, I probably assumed everyone reading knew that The Phantom of the Opera takes place in France.

"You've been at this flying thing a lot longer than I have...shouldn't you be faster?" The red streamlined form Ben now took circled Kevin tauntingly as they both flew along.

"Shut it..." Kevin growled. "You're puny. Your wings have less to handle."

"In other words, you're out of shape, and fat," Ben threw right back.

"Why am I going with you again?" Kevin hissed. "I can handle this on my own.

"Maybe because Grandpa doesn't trust you not to kidnap Gwen again..." Ben mocked deep thought, "Or the fact we still have no proof you didn't kill Cash..."

"Can we just concentrate on Gwen?"

"Fine by me," Ben said, speeding off into the distance. It took a lot of effort, but Kevin willed himself to keep up with the much faster, younger boy. "So, why did you kidnap her?"

"...No reason."

"huh."

"What?"

"So, are you really this deeply in denial about it, or do you think everyone else is too stupid to realize that you like her?"

* * *

"Let me go," Gwen hissed, struggling against the ropes around her wrist. She and Michael Morningstar were both on his horse, with her wrists bound so that her arms were around him.

"Don't think I will, Gwendolyn," Michael insisted. "It's really for your own good."

"Kidnapping is for my own good now?"

"You didn't seem to mind so much when the monster did it."

"Kevin never tied me up!"

Michael laughed. Cold, condescending...Gwen held back a shiver at just how cruel it sounded. "You're even calling it by a name now. What is he, your pet?"

"And what does it say about you that a 'monster' has more decency than a Visconte?"

"It says that I am willing to do whatever it takes to get what I want."

"What turned you into such a jerk all of the sudden?"

Again, Michael laughed. "Oh, dear Gwen....You were willing to come along with me on your own before. I didn't need to use force. Really, you shouldn't be so against this. I have power. So do you. Together, there's quite a lot we could do....No reason we couldn't take over France..."

"I can think of one!" Ben descended from the skies, followed a moment later by Kevin.

"Oh, how great....a team up," Michael sneered at them, but he made no moves.

"Give Gwen back, Morningstar," Kevin said, all four hands clenched into tight fists.

"I don't think so...." Michael wrapped his arm around Gwen. She tried to lean away from him, but he grabbed her more firmly and pulled her into him. "Take a shot at me if you dare. But you'll probably hit her..."

"Bastard," Kevin spat.

"Language, language!" Morningstar shook his head. "That is no way to speak in front of a lady. But who would expect more from a monster?"

What Morningstar failed to notice as he taunted Kevin was that Kevin's demeanor relaxed a little, noticing something happening right under Michael's nose that Michael didn't.

"Hiding behind a girl is pathetic."

"If you were human, I'd take you on as a man," Michael insisted, "But man versus beast, and me unarmed? I don't think that's fair...."

Kevin managed as much of a smirk as he could. "Distracted you."

"What are you talking about..." Michael trailed off, turning to see that Gwen was no longer beside him. In her place were three strange creatures - white and black and green, each only about a foot and a half to two feet high. All completely identical, one on each other's shoulders so that one could wrap its arms around Michael, tricking him into thinking Gwen was still there. The rope that had bound her had been sliced into and was now laying on the ground.

"Sorry, am I not your type?" The creature on top of the other two's shoulders asked, his voice slow and echoing.

Michael lunged for them, but they converged into one being and jumped from the horse. His foot caught in the stirrup and he fell over in his pursuit attempt.

"Stop this now, Michael...if you give up, we can all go back home," the creature insisted.

"No, Ben," Kevin insisted. "This guy stole Gwen from m----from the opera house. How can he be trusted not to again?" Kevin started to lunge forward, but a green flash of light later and an enormous monster that looked vaguely like a sketching of a dinosaur that Morningstar had once seen, was holding Kevin back.

"I didn't want to do this....but you've given me no choice..." Michael said, finally picking himself up off the ground. He held his hands aloft, his eyes closed as he concentrated.

"What's he doing?" Gwen asked, coming out of her hiding spot from the nearby trees.

Electricity seemed to crackle as a golden glow emanated from Morningstar's hands. The first person the light headed towards was Gwen.

"Gwen!" Kevin called. He ran for her and pushed her out of the way, taking the full brunt of the attack.

"Hey!" Ben's monstrous form growled in its deep voice, but Morningstar had already turned his attention to Ben...a moment later, he felt weak...his body slowly shrinking back to that of a normal teenager.

"Ben!" Gwen stood between both Kevin and Ben, who were writhing in pain, but her eyes were automatically drawn back to Kevin.

He, like Ben, was suddenly shrinking in size. Two of his arms retracted, and the two left were becoming pale. His head shrunk back to a more normal size, and his skin color was changing from red to a very pale but normal human skin tone.

Morningstar, on the other hand, was rapidly becoming more and more hideous, taking on not only Kevin's form, but Ben's last two as well.

"...Well. This is an unpleasant side effect..." Michael noted. "However....both forms were quite powerful separately. I have to wonder what they would be like combined....Let's test it, shall we?" He took a step towards Kevin and Ben's battered bodies, but Gwen stepped in between them, her arms flung out.

"And what exactly can you do? I have my powers and _theirs_. All you can do is sing. Get out of my way, Gwendolyn."

"No."

He threw his monstrous head back and laughed. "Fine then...fine....I guess you'll be first..."

He threw a punch, intent to knock her out rather than kill her (after all, she was still of use to him), but his arm stopped short of her. His hand had connected with _something_...but it was inches in front of any part of Gwen.

"What sort of trickery..." He started. He groaned. "Of course. That old bat...your grandmother. Of course you would get her powers..."

Gwen was actually glad for the explanation. She had never exhibited any of these signs before, and the pink shield in front of her that had come when she'd raised her hands up had perplexed her.

"All the more power to take, then...." Morningstar insisted, making his way towards her. This time, Gwen was ready.

Not knowing why she did it, she grabbed two of the now four arms that he had, concentrating. He seemed to wither back to his normal self, some of the energy going back to Ben, and a much smaller amount to Kevin....but he withered further...by the time Gwen finally released Michael Morningstar, he looked more mummy than human.

He fell to the ground, and Gwen took a step back, still unsure of what she'd just done.

"Unbelievable. We come to save you, and _you_ kick the bad guy's butt. You could have at least done it before he zapped the heck out of us."

"I'm glad she didn't...."

Ben turned to face a teenage boy taller than himself, with the same hair Kevin had had. But this _human_ had very dark eyes, pale skin...and the same ripped pants Kevin had been wearing earlier, and no shirt.

"....Who is this guy?" Ben asked.

Gwen rolled her eyes. "You really can't tell that that's Kevin?"

"sorry. Just didn't expect his human form to be even uglier," Ben teased.

Kevin and Gwen both ignored him. For some reason she couldn't explain, Gwen felt a blush rise to her cheeks. The way Kevin was staring at her wasn't helping.


	14. This Time Around

**Author's Note: **I posted this originally on Plumber's Playground (as is my habit), but I've decided to make a few changes. A little bit more romanticism, however….well, you'll see.

"Gwen! You're all right!" Max hugged his granddaughter tightly. He stared over her shoulder at a bruised and battered Ben, who was using a young man Max had never seen before as support.

"Gwen, who is this?""Umm..." in his haste to shake hands with Max, Kevin let go of Ben, causing the younger boy to fall to the ground.

"Oww....you may not be so ugly anymore, but you're still a jerk," Ben said, rubbing his rear as he rose up.

"I don't understand...you couldn't be..." Max said in wonder.

"Why couldn't he be?" Verdona snapped. "Honestly, Max, after being with me for so long I thought you'd be more open to what life holds." She laughed, and gestured towards Kevin, "This is the young idiot who's caused so much trouble in your opera house."

"Witch," Kevin addressed her.

"So, Morningstar changed you back by accident..." Verdona mused. "And dear Gwendolyn! Coming into your powers! How wonderful..."All three teenagers shared looks.

"But..Grandma...how did you?" Ben started. Verdona cut him off.

"I know things, sonny. Soon Gwen will be able to do these sorts of things as well. It's an old power. It's also why you could tap into that omnitrix you're wearing. Family thing."

"....You set this whole thing up," Kevin said slowly.

"Now, why would you think that?" the old woman asked, her grin growing.

"Because you kept helping me," Kevin said, starting to piece everything together, "I used to ask you if you had anything to change me back to normal, and every time you told me to wait, that you didn't have it yet. Old bat...you knew this was going to happen!"

"Well, certain emotions I wasn't able to predict," she raised an eyebrow knowingly at Kevin, who suddenly refused to make eye contact, "But I did know that my grandchildren would play a major role in getting you back to normal...well, physically, anyways."

"How'd you figure all this out?" Ben asked.

"Oh, simple, dear..." Verdona said. "Magic."

* * *

"Kevin!" Gwen called after him, chasing, "Kevin, where are you going?"

Kevin stopped and turned to face her. Ben had lent him one of his shirts, but it was uncomfortably tight, and he suddenly felt ridiculous talking to Gwen while wearing it. "I have to go see my mother."

"Can I go with you?"Kevin contemplated it for a while, then shook his head.

"No. Not yet."

"Well...are you going to come back?"Kevin studied her for a moment, trying to figure out what the eagerness in her voice meant.

"I'm not sure yet. Maybe."

"Oh. All right..."

"Why? Did...did you want me to come back?"

"Well...yes," Gwen admitted. "It'll be a little weird performing without you here."

Kevin chuckled. "All right, I'll come back and watch when I can. But...this time I'm taking a seat. No more watching from underneath the stage or from the wings. Not when I look this good..."

Gwen rolled her eyes at him, and gave him a gentle shove. "Human again one day and suddenly you think you're gorgeous?"

"You tell me," He challenged.

"Go see your mom," Gwen retorted, making her way back into the opera house. Kevin nodded. "See you soon!" he called after her.

* * *

"...Mom?" Kevin was clutching the copy of _Don Juan Triumphant_ he'd stolen when he was younger, hoping to give it as some sort of peace offering. Of course, he wasn't even sure if she still lived here, and he was starting to have doubts...

The window he'd broken out of remained in disrepair. There was a thick layer of dust on the floor and all the photographs...except , he closed the door behind him and crossed over. He knew this photograph..."That's.."

"You. As a baby..." His mother was staring at him in wonder from the door frame of the kitchen. "Kevin. You're..."

"Normal again," Kevin anticipated.

"You weren't abnormal," his mom said, shaking her head. "I just...I'm so sorry, Kevin. If I were you, I would have ran away, too. But you can't imagine how sorry I am..."

"I...I'm sorry. I took this..." He set _Don Juan_ beside the photo.

"I know you did. I was...there that night. The night you took the girl."

"Not my proudest moment..." Kevin said, rubbing his neck. "Still not sure why I did it...I didn't hurt her, I promise. Gwen's all right. She's back at the opera house. I'm...supposed to go watch her tonight."

His mother smiled knowingly, but said nothing. She merely walked over to him and threw her arms around him. "You've no idea how much I missed you..."

"I think I do..." Kevin said softly. "Umm...would you like to go with me to the opera tonight?"

"I'd love to."

* * *

Unseen in the shadows, Verdona quietly watched her granddaughter and Kevin, smiling widely when Kevin seemed to jump when Gwen gently touched his cheek, trying to get rid of some dirt there.

"Well, young idiot, I always told you things would work out…" She directed it at Kevin, knowing he couldn't hear her. Her gaze shifted to her granddaughter. "Perhaps even better than you'd hoped…Who's there?"

Max emerged, dragging a chubby man forward with him. "Verdona, this is my friend Gaston...I was just telling him all about what happened with Gwen and Kevin," Max explained, "And why he's not allowed to take it to the newspapers."

"Oh come now, Monsieur!" Gaston insisted. "It's such an intriguing story!"

"You will not be writing their story," Verdona said, her eyes glowing faint pink. "Or you will answer to me. All right?"

"Umm...Yes...I ...I suppose I'll find another story," Gaston agreed, tugging nervously at his collar. "I must go..." with that, the man took off running.

"How much did he know?" Verdona asked.

"He's been following everyone since the beginning."

"I see...I suppose he'll still write his story," she mused, "but at least the names and some details will change."

"But what will happen with the kids now, Verdona? Has everything settled down?"

Verdona smiled. "Of course. ...In this lifetime, anyways..."

"In this lifetime? Are you saying they'll go through the same thing again?"

"Not the same thing. But they've found each other before, and they'll find each other again, just as they did this time. That's the strange thing about love, Max," she said, wrapping her arm around his waist, "Even if you try to run from it, the two halves always find each other again to become whole."

**The End**

**Author's Note: **That is the sappiest you will get from me, at least for now. My personal prediction for Alien Force is that Gwen and Kevin won't kiss until he turns back into a monster. I think that he will change back and she will kiss him to show him she doesn't care (which would be both overly sappy and yet completely adorable. Again, this is only a prediction. I know about the same, or less, than everyone else does about Alien Force. It is coming back in September. WHOO!). Quick note: The original author of The Phantom of the Opera was a man named Gaston. so the ending was a little inside joke.


End file.
